BoardGamesBot

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Overview
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 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.

How to Win
Players must work together to successfully attack the evil Mastermind four times. If they do, then the Mastermind is beaten once and for all, and all the players win the game for the forces of good! In addition, defeating Villains and rescuing Bystanders earns each player Victory Points. If the players defeat the Mastermind, then the player with the most Victory Points is the most legendary 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, isn’t 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
For your first game, follow the setup rules on the following page, using the specific card stacks listed there instead of choosing card stacks at random. After your first game, every game of Legendary uses different Heroes, Villains, Masterminds, and Schemes, so there are always new challenges to master and new combinations to explore.

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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
43

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3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM77
Card Name: HYDRA Kidnappers
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: You may gain a S.H.I.E.L.D. Officer.
3
1
Villain - HYDRA
HYDRA Kidnappers
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM77
Card Name: HYDRA Kidnappers
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: You may gain a S.H.I.E.L.D. Officer.
3
1
Villain - HYDRA
HYDRA Kidnappers
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
MASTER STRIKE
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM77
Card Name: HYDRA Kidnappers
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: You may gain a S.H.I.E.L.D. Officer.
3
1
Villain - HYDRA
HYDRA Kidnappers
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
MASTER STRIKE
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM76
Card Name: Endless Armies of HYDRA
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight:
Play the top two cards of the Villain Deck.
“Hail HYDRA! Immortal HYDRA! Cut off a
limb, and two more shall take its place!”
4
3
Villain - HYDRA
Endless Armies of HYDRA
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
MASTER STRIKE
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM76
Card Name: Endless Armies of HYDRA
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: Play the top two cards of the Villain Deck.
“Hail HYDRA! Immortal HYDRA! Cut off a
limb, and two more shall take its place!”
4
3
Villain - HYDRA
Endless Armies of HYDRA
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
MASTER STRIKE
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM76
Card Name: Endless Armies of HYDRA
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: Play the top two cards of the Villain Deck.
“Hail HYDRA! Immortal HYDRA! Cut off a
limb, and two more shall take its place!”
4
3
Villain - HYDRA
Endless Armies of HYDRA
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
MASTER STRIKE
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
SCHEME TWIST
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM79
Card Name: Viper
Character Name: Villain - HYDRA
Level: RARE
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: Each player without a HYDRA Villain in
their Victory Pile gains a Wound.
Escape: Same effect.
5
3
Villain - HYDRA
Viper
S.H.I.E.L.D. TROOPER
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. TROOPER
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. TROOPER
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. TROOPER
HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
Card Number: LM111
Card Name: Red Skull
Character Name: Mastermind
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Always Leads: HYDRA
Master Strike: Each player
KOs a Hero from their hand.
7
MASTERMIND
Red Skull
5
Card Number: LM112
Card Name: Endless Resources
Character Name: Mastermind Tactic - Red Skull
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
7
Fight: You get +4.
You’d be surprised how many people are
willing to donate to a madman with no skin.
5
MASTERMIND TACTIC - RED SKULL
Endless Resources
Card Number: LM113
Card Name: HYDRA Conspiracy
Character Name: Mastermind Tactic - Red Skull
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
7
Fight: Draw two cards. Then draw another card
for each HYDRA Villain in your Victory Pile.
5
MASTERMIND TACTIC - RED SKULL
HYDRA Conspiracy
Card Number: LM114
Card Name: Ruthless Dictator
Character Name: Mastermind Tactic - Red Skull
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
7
Fight: Look at the top three cards of your deck.
KO one, discard one and put one back on top
of your deck.
5
MASTERMIND TACTIC - RED SKULL
Ruthless Dictator
Card Number: LM115
Card Name: Negablast Grenades
Character Name: Mastermind Tactic - Red Skull
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
7
Fight: You get +3.
“The only pure act of creation is destruction.”
5
MASTERMIND TACTIC - RED SKULL
Negablast Grenades
Name
Villain Group
Special Ability
Card Type
SCHEME
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Setup: 8 Twists.
Twist: Put the Twist next to this Scheme.
Twists 5-6: Each player gains a Wound.
Twist 7: Each player gains 3 Wounds.
Twist 8: Evil Wins!
Unleash the Power of
the Cosmic Cube
3
HENCHMAN VILLAIN
1
TM & ©2012 Marvel & Subs.
©2012 UDC, Inc.
Fight: KO one of your Heroes.
“MUTANT ENERGY
SIGNATURE DETECTED.”
Sentinel
Card Number: LM78
Card Name: Supreme HYDRA
Character Name: Villain - HYDRA
Level: RARE
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Supreme HYDRA is worth +3
for each
other HYDRA Villain in your Victory Pile.
6
Villain - HYDRA
Supreme HYDRA
3
*
1
BYSTANDER
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Healing: If you don’t recruit any Heroes
or defeat any Villains on your turn,
you may KO all the Wounds
from your hand.
WOUND
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
MARIA HILL
3
2
S.H.I.E.L.D. OFFICER
1
BYSTANDER
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
65
Game Setup
Player Decks
Give each player their own personal 12-
card deck, made of these cards:
• 8 S.H.I.E.L.D. Agents
• 4 S.H.I.E.L.D. Troopers
Game Stacks
Put these stacks of cards faceup on their
spaces on the board. Use all the cards of
each type:
• 30 S.H.I.E.L.D. Officers
• 30 Wounds
• 30 Bystanders
Mastermind and Scheme
• Pick 1 Mastermind at random. Put the
Mastermind card faceup on the
Mastermind space on the board. Take
the 4 Mastermind Tactics cards that
match the Mastermind you selected. Put
them underneath the Mastermind card,
facedown in random order.
• Pick 1 Scheme card at random. Put it
faceup on the Scheme space on the board.
Each Scheme card has a “Setup” section.
Follow the setup instructions for that
Scheme now. A Scheme card’s “Setup”
section always tells you how many
“Scheme Twist” cards to put into the
Villain Deck. Put that many Scheme Twist
cards onto the Villain Deck space to start
the Villain Deck. Many Schemes also have
unique special rules.
To Add Henchman Groups:
• Pick that many Henchmen Groups at
random. Henchmen are weaker Villains
where each group has 10 identical cards.
Add those cards to the Villain Deck.
To Add Bystanders:
• Check the table to the left to see how
many Bystander cards to add to the
Villain Deck from the Bystander stack.
Leave the rest in the Bystander stack.
Villain Deck
• Add 5 Master Strike cards to the Villain Deck.
• Now add Villain Groups to the Villain
Deck. A Villain Group is a group of
eight Villain cards that work together,
like “HYDRA” or “Skrulls.” Each Villain
card lists its Villain Group under its card
name. The more players you have in the
game, the more Villain Groups you use,
as shown in this table:
Number of
Players
Villain
Groups
Henchmen
Groups
Bystanders
2 2 1 2
3 3 1 8
4 3 2 8
5 4 2 12
(For 1-player solo play, check the end of the rulebook.)
To Add Villain Groups:
• Each Mastermind card says that the
Mastermind “Always Leads” a particular
Villain Group or Henchman Group. Be
sure to include that group as one of the
groups you add to the Villain Deck.
• Pick the other Villain Groups at random.
• For each Villain Group you pick, add all 8
Villain cards from that Villain Group to
the deck.

under its card name The more players you have in the game the more Villain Groups you use as shown in this table Number of Players Villain Groups Henchmen Groups Bystanders 2 2 1 2 3 3 1 8 4 3 2 8 5 4 2 12 For 1 player solo play check the end of the rulebook To Add Villain Groups Each Mastermind card says that the Mastermind Always Leads a particular Villain Group or Henchman Group Be sure to include that group as one of the groups you add to the Villain Deck Pick the other Villain Groups at random For each Villain Group you pick add all 8 Villain cards from that Villain Group to the deck

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Card Number: LM16
Card Name: Random Acts of Unkindness
Character Name: Deadpool
Team:
Card Type: Instinct
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
7
You may gain a Wound to
your hand. Then each player
passes a card from their
hand to the player on
their left.
6
Deadpool
Random Acts of Unkindness

Card Number: LM2
Card Name: Dangerous Rescue
Character Name: Black Widow
Team: Avengers
Card Type: Covert
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
3
: You may KO a card from your
hand or discard pile. If you do,
rescue a Bystander.
2
Black Widow
Dangerous Rescue

Card Number: LM56
Card Name: God of Thunder
Character Name: Thor
Team: Avengers
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
8
You can use
as
this turn.
They call him the God of Thunder.
His enemies better start praying.
0
+
5
Thor
God of Thunder

Card Number: LM55
Card Name: Call Lightning
Character Name: Thor
Team: Avengers
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
6
: You get +3
.
Lightning never strikes twice.
Thor never needs to.
3+
Thor
Call Lightning

Card Number: LM46
Card Name: Great Responsibility
Character Name: Spider-Man
Team:
Card Type: Instinct
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
2
Reveal the top card of your deck.
If that card costs 2
or less,
draw it.
1
Spider-Man
Great Responsibility

Card Number: LM47
Card Name: Web-Shooters
Character Name: Spider-Man
Team:
Card Type: Tech
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
2
Rescue a Bystander.
Reveal the top card of your deck.
If that card costs 2 or
less, draw it.
Spider-Man
Web-Shooters

Card Number: LM47
Card Name: Web-Shooters
Character Name: Spider-Man
Team:
Card Type: Tech
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
2
Rescue a Bystander.
Reveal the top card of your deck.
If that card costs 2
or
less, draw it.
Spider-Man
Web-Shooters

Card Number: LM45
Card Name: Astonishing Strength
Character Name: Spider-Man
Team:
Card Type: Strength
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
2
Reveal the top card of your deck.
If that card costs 2 or less,
draw it.
1
Spider-Man
Astonishing Strength

Card Number: LM1
Card Name: Mission Accomplished
Character Name: Black Widow
Team: Avengers
Card Type: Tech
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
2
Draw a card.
: Rescue a Bystander.
Black Widow
Mission Accomplished

Card Number: LM53
Card Name: Surge of Power
Character Name: Thor
Team: Avengers
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
4
If you made 8 or more this turn,
you get +3.
0+
2
Thor
Surge of Power

Card Number: LM14
Card Name: Oddball
Character Name: Deadpool
Team:
Card Type: Covert
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
5
You get +1 for each other Hero
with an odd-numbered you
played this turn.
2+
Deadpool
Oddball

Card Number: LM10
Card Name: Optic Blast
Character Name: Cyclops
Team: X-Men
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
3
To play this card, you must discard a
card from your hand.
3
Cyclops
Optic Blast

Card Number: LM9
Card Name: Determination
Character Name: Cyclops
Team: X-Men
Card Type: Strength
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
2
To play this card, you must discard a
card from your hand.
3
Cyclops
Determination

87
Hero Deck
There are fifteen different Heroes in the
game. There are fourteen cards for each of
these Heroes. Make the Hero Deck this way:
• Pick 5 Heroes at random. For each of
those Heroes, add all 14 cards for that
Hero to the Hero Deck. That’s 70 cards
total.
•If you are playing with 5 players,
add a 6th Hero.

Starting the Game
• Shuffle the Villain Deck. Put it face-down
on the Villain Deck space.
• Shuffle the Hero Deck. Put it face-down
on the Hero Deck space. Flip 5 cards
from the Hero Deck faceup into the 5
Hero Spaces in the HQ.
• Each player shuffles their own personal
deck and draws a hand of 6 cards from it.
• Choose a player to go first. Players take
turns in clockwise order.
On Your Turn:
On your turn, you do 3 things:
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.

with 5 players add a 6th Hero Starting the Game Shuffle the Villain Deck Put it face down on the Villain Deck space Shuffle the Hero Deck Put it face down on the Hero Deck space Flip 5 cards from the Hero Deck faceup into the 5 Hero Spaces in the HQ Each player shuffles their own personal deck and draws a hand of 6 cards from it Choose a player to go first Players take turns in clockwise order On Your Turn On your turn you do 3 things 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

Step 1) Play the Top Card of the
Villain Deck
At the beginning of your turn, reveal
the top card of the Villain Deck and play
that card. What you do with that card
depends on what kind of card it is. There
are four kinds of cards in the Villain Deck:
Villains, Bystanders, Scheme Twists, and
Master Strikes.
If the Villain Deck Card Is a Villain:
That Villain invades the city! Here are the
different parts of a Villain card:
Name
Villain Card
Victory Points
Card Type &
Villain Group
Attack: You must
have this much
attack power
to defeat this
Villain.
Special Ability
To have the Villain invade the city, here’s
what you do:
Villain Enters the City
Move the new Villain into the city space closest to the Villain Deck. That city space is
labeled “Sewers”. (Villains in the city are always faceup.)
Push Other Villains Forward if Necessary
Each of the 5 city spaces can only hold one Villain. Whenever a Villain enters a city space,
if there’s already another Villain there, that existing Villain gets pushed one space toward
the Escaped Villains pile to make room. So a single Villain entering the city sometimes
causes a chain reaction of several Villains getting pushed forward.
• Remember: Only push a Villain forward if it needs to move to make room for another
Villain entering that space.
A Villain Might Escape
If a Villain gets pushed off the final, fifth city space, then that Villain “escapes” the city
and goes into the Escaped Villains pile on the game board, faceup. Here’s what happens
when a Villain escapes:
• The escaping Villain KO’s a Hero that costs
6 or less from the HQ. (KO stands for
“knocked out.”) The player whose turn it is chooses which of those Heroes gets KO’d. 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.

Card Number: LM77
Card Name: HYDRA Kidnappers
Character Name: Villain - HYDRA
Level:
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: You may gain a S.H.I.E.L.D. Officer.
3
1
Villain - HYDRA
HYDRA Kidnappers

Card Number: LM71
Card Name: Sabretooth
Character Name: Villain - Brotherhood
Level:
Fight: Each player reveals an Hero or gains
a Wound.
Escape: Same effect.
5
3
Villain - Brotherhood
Sabretooth

Card Number: LM95
Card Name: Whirlwind
Character Name: Villain - Masters of Evil
Level:
Fight: If you fight Whirlwind on the Rooftops
or Bridge, KO two of your Heroes.
4
2
Villain - Masters of Evil
Whirlwind

Card Number: LM71
Card Name: Sabretooth
Character Name: Villain - Brotherhood
Level:
Fight: Each player reveals an Hero or gains
a Wound.
Escape: Same effect.
5
3
Villain - Brotherhood
Sabretooth

Card Number: LM74
Card Name: The Lizard
Character Name: Villain - Spider Foes
Level:
Fight: If you fight the Lizard in the Sewers,
each other player gains a Wound.
3
2
Villain - Spider-Foes
The Lizard

Card Number: LM73
Card Name: Green Goblin
Character Name: Villain - Spider Foes
Level:
Ambush: Green Goblin captures a Bystander.
6
4
Villain - Spider-Foes
Green Goblin

---

Card Number: LM73
Card Name: Green Goblin
Character Name: Villain - Spider Foes
Level: 6
Ambush: Green Goblin captures a Bystander.
4
Villain - Spider-Foes
Green Goblin
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM73
Card Name: Green Goblin
Character Name: Villain - Spider Foes
Level: 6
Ambush: Green Goblin captures a Bystander.
4
Villain - Spider-Foes
Green Goblin
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

1
BYSTANDER
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

1
BYSTANDER
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

1
BYSTANDER
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

SCHEME TWIST
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

MASTER STRIKE
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Ambush Effect
Escape Effect
Victory Points

Card Number: LM71
Card Name: Sabretooth
Character Name: Villain - Brotherhood
Level: 5
Fight: Each player reveals an Hero or gains a Wound.
Escape: Same effect.
3
Villain - Brotherhood
Sabretooth
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM71
Card Name: Sabretooth
Character Name: Villain - Brotherhood
Level: 5
Fight: Each player reveals an Hero or gains a Wound.
Escape: Same effect.
3
Villain - Brotherhood
Sabretooth
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM71
Card Name: Sabretooth
Character Name: Villain - Brotherhood
Level: 5
Fight: Each player reveals an Hero or gains a Wound.
Escape: Same effect.
3
Villain - Brotherhood
Sabretooth
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM74
Card Name: The Lizard
Character Name: Villain - Spider Foes
Level: 3
Fight: If you fight the Lizard in the Sewers, each other player gains a Wound.
2
Villain - Spider-Foes
The Lizard
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM82
Card Name: Skull Queen Veranke
Character Name: Villain - Skrulls
Level: RARE
Ambush: Put the highest-cost Hero from the HQ under this Villain. This Villain’s is equal to that Hero’s.
Fight: Gain that Hero.
*
4
Villain - Skrulls
Skull Queen Veranke
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM79
Card Name: Viper
Character Name: Villain - HYDRA
Level: RARE
Fight: Each player without a HYDRA Villain in their Victory Pile gains a Wound.
Escape: Same effect.
5
3
Villain - HYDRA
Viper
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM70
Card Name: Mystique
Character Name: Villain - Brotherhood
Level: 5
Escape: Mystique becomes a Scheme Twist that takes effect immediately.
3
Villain - Brotherhood
Mystique
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

Card Number: LM95
Card Name: Whirlwind
Character Name: Villain - Masters on Evil
Level: 4
Fight: If you fight Whirlwind on the Rooftops or Bridge, KO two of your Heroes.
2
Villain - Masters of Evil
Whirlwind
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

9
• If the escaping Villain had any captured Bystanders, then each player must discard a card from their hand as a penalty for failing to rescue the Bystanders. After all, what kinds of Super Heroes let innocent Bystanders get carried away by Villains? Each player only discards one card, no matter how many Bystanders were carried away by that Villain. Put the captured Bystanders in the Escaped Villains pile.
• If the escaping Villain has an “Escape” effect on its card, do what it says.

New Villain Might Have an Ambush Effect
If the new Villain has an “Ambush” effect on its card, do what it says. Remember: if a Villain escaped when this new Villain appeared, handle all the Escape effects for the escaping Villain before handling any Ambush effect for the new Villain.

If the Villain Deck Card Is a Scheme Twist:
A Scheme Twist card represents the Scheme moving forward towards victory for the evil Mastermind. Every Scheme works in a different way, with its Scheme Twists doing a specific thing related to that Scheme. When a Scheme Twist card is played, look at the “Twist” effect on the main Scheme card and do what it says. Put the Scheme Twist in the KO pile unless the Scheme tells you to put it somewhere else.
Some Schemes say they do something special when Twist 1 or Twists 5-6 come up.

10
If the Villain Deck Card Is a Master Strike:
A Master Strike card represents the evil Mastermind coming down to get their hands dirty and smash the Heroes themselves. Each Mastermind card has its own specific Master Strike effect. When a Master Strike card is played, look at the “Master Strike” effect on the Mastermind card and do what it says. Put the Master Strike in the KO pile.

Note: Villains in the city don’t get pushed forward when the Villain Deck card is a Bystander, Scheme Twist, or Master Strike.

pile unless the Scheme tells you to put it somewhere else Some Schemes say they do something special when Twist 1 or Twists 5 6 come up 10 If the Villain Deck Card Is a Master Strike A Master Strike card represents the evil Mastermind coming down to get their hands dirty and smash the Heroes themselves Each Mastermind card has its own specific Master Strike effect When a Master Strike card is played look at the Master Strike effect on the Mastermind card and do what it says Put the Master Strike in the KO pile Note Villains in the city don t get pushed forward when the Villain Deck card is a Bystander Scheme Twist or Master Strike

If the Villain Deck Card Is a Bystander:
This innocent Bystander is captured by a Villain! Put the Bystander under the Villain in the city that’s closest to the Villain Deck. If there are no Villains in the city, then the Bystander is captured by the Mastermind. Make sure the Bystander pokes out a bit so players can see it.
• Whenever a Villain with one or more Bystanders moves to a new city space, those Bystanders all go with that Villain.
• It’s up to the players to rescue that Bystander! When a Villain or Mastermind with a Bystander is defeated by a player, that player rescues that Bystander and puts it into that player’s personal Victory Pile. Each Bystander is worth 1 Victory Point, so the more Bystanders you rescue, the more Victory Points you earn.

---

Card Number: LM54
Card Name: Odinson
Character Name: Thor
Team: Avengers
Card Type: Strength
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.

: You get +2.
“Whosoever holds this hammer,
if he be worthy, shall possess the
power of Thor.”
2+
Thor
Odinson
Name
Team Icon
Hero Type Icon
Hero Card
Special Ability
Hero Name
Cost: How many
Recruit Points
it costs to add
this Hero to
your deck.
Recruit Points: Use
these to recruit
more heroes.
Attack: Use this to
defeat Villains.

Card Number: LM53
Card Name: Surge of Power
Character Name: Thor
Team: Avengers
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
If you made 8 or more this turn,
you get +3.
0+
2
Thor
Surge of Power

Card Number: LM22
Card Name: Card Shark
Character Name: Gambit
Team: X-Men
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Reveal the top card of your deck. If it’s
an Hero, draw it.
2
Gambit
Card Shark

HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT

HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT

HERO
0
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
1
S.H.I.E.L.D. AGENT

TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Maria Hill
3
2
S.H.I.E.L.D. OFFICER

Card Number: LM34
Card Name: Repulsor Rays
Character Name: Iron Man
Team: Avengers
Card Type: Ranged
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
: You get +1.
Repulsor ray technology has many
peaceful applications. This is not
one of them.
2+
Iron Man
Repulsor Rays

TOTAL
5
5

Example of Superpower Abilities:
• Thor’s “Odinson” card, shown here, always
gives you 2 Stars when you play it, even if you
don’t have any other
(“Strength Hero”) cards.
• But if you have already played another
card earlier in the turn, then you can use
Odinson’s Superpower ability to get an additional 2 Stars, so that Odinson gives you 4 Stars in total.
• The
card you played earlier in the turn could
be a Captain America card, another Thor
card, or even another copy of Odinson.
• If you play two Odinson cards as your first two cards of the turn, you won’t get to use the Superpower ability for the first Odinson card you play this turn, but you will get to use the Superpower for the second Odinson card you
play this turn. So you would get 6 Stars total.

Step 2) Play Cards from Your
Hand, Using Them to Recruit
and Fight
The only types of cards that can be in your
hand are Heroes and Wounds. Here are
the different parts of a Hero card:
After you play the top card of the Villain
Deck, you play the cards from your hand.
Some of your cards produce “Recruit
Points” that let you recruit more Heroes.
Other cards produce “Attack” that let
you defeat Villains. Some cards give you
special abilities, like drawing more cards.
Here’s what you do:

• Play each card in your hand in any
order, one at a time.
• Each time you play a card, do what
that card says.
• You also get any Recruit Points
listed in the Recruit icon on the card.
• You also get any Attack listed
in the Attack icon on the card.
• Some cards have a number like “2+”
inside their Recruit icon. The “2” means
that you always get at least 2 Recruit
Points from that card. The “+” symbol
means that you might get even more
Recruit Points based on what the card
says in its special ability.
• Keep the cards you play in front of you
until the end of your turn.

Superpower Ability
• Some cards have a Superpower ability
with a hero class icon and a colon, like
: You get +1 .

• You can use that special Superpower
ability only if you have already played
another card of that hero class earlier in
your turn.

• A card’s hero class is shown with the
class icon in the card’s upper left, and
also in the color of the card’s border.

2 means that you always get at least 2 Recruit Points from that card The symbol means that you might get even more Recruit Points based on what the card says in its special ability Keep the cards you play in front of you until the end of your turn Superpower Ability Some cards have a Superpower ability with a hero class icon and a colon like You get 1 You can use that special Superpower ability only if you have already played another card of that hero class earlier in your turn A card s hero class is shown with the class icon in the card s upper left and also in the color of the card s border

Recruiting Heroes and
Fighting Villains
In between playing cards from your hand,
or after you’ve played all your cards, you
can recruit any number of Heroes and
fight any number of Villains. You can
recruit and fight in the same turn.
How to Recruit a Hero:
You use Recruit Points to gain a Hero
from the HQ, one at a time. The “HQ”
area of the game board has five spaces.
Those five spaces always contain exactly
five Heroes, all faceup. You can also
recruit “S.H.I.E.L.D. Officer” Heroes from
the S.H.I.E.L.D. Officer stack on the game
board. To recruit a Hero:
• Use Recruit Points equal to that Hero’s
cost and put that Hero into your
discard pile. A Hero’s cost is in its
lower-right-hand corner. When your
deck runs out and you shuffle your
discard pile to make a new deck, you
will soon draw that new Hero and be
able to use their abilities.
• Some Superpowers use a team icon like Avengers
or X-Men
instead of a hero class icon. These work the same way as Superpowers that use
hero class icons. A card’s team icon is in the card’s upper-left-hand corner.
• You can only use a card’s Superpower once, even if you played two or more cards of
the required hero class earlier in the turn.
• The more Heroes of the same class you recruit, the more often you will be able to use
your Superpower Ability! A deck focusing on one or two classes can be very powerful.

---

Your Victory Pile
* Each player has their own personal Victory Pile. Your faceup Victory Pile holds all the Villains you defeat and all the Bystanders you rescue.
* Villains and Bystanders are never shuffled into your deck.
* Many players keep their Victory Pile horizontal so they don’t mix it up with their faceup discard pile.
* At the end of the game, Villains and Bystanders in your Victory Pile are worth the Victory Points shown on their cards.

Name
Victory Points
Card Type
Attack
Special Ability
Card Number: LM101
Card Name: Magneto
Character Name: Mastermind
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Always Leads: Brotherhood
Master Strike: Each player reveals an Hero or discards down to four cards.
8
5
Mastermind
Magneto

Name
Victory Points
Card Type
Attack
Special Ability
Card Number: LM102
Card Name: Bitter Captor
Character Name: Mastermind Tactic - Magneto
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: Recruit an Hero from the HQ for free.
8
5
Mastermind Tactic - Magneto
Bitter Captor

How to Fight a Villain:
You use Attack to fight any number of Villains in the city, one at a time. It doesn’t matter which city space holds the Villain.
To fight a Villain:
* Expend Attack equal to that Villain’s Attack to defeat it. You then have the remaining Attack value available to attack another Villain.
* Put the defeated Villain and any Bystanders it had captured into your personal Victory Pile.
* If the Villain card has a “Fight” effect on it, do what it says prior to comparing Attack totals.
* Then refill the empty space in the HQ with a new card from the Hero Deck, faceup. Whenever there is an empty space in the HQ for any reason, you refill that space immediately with the top card of the Hero Deck, faceup. You can even recruit a Hero, see what new Hero appears in its place from the Hero Deck, and then recruit that new Hero too, if you have enough Recruit Points.

You can only attack a Villain if you have at least as much Attack as the Villain’s Attack. You can also fight the Mastermind – see the Masterminds section for details.

Step 3) Discard Your Hand and Draw 6 New Cards
* At the end of your turn, put all the cards you played this turn into your discard pile.
* Also discard any cards in your hand that you didn’t play this turn.
* Then draw 6 new cards from your deck.
* If you don’t have any cards left in your deck and you still need to draw more cards, shuffle your discard pile to form a new deck. Then draw the rest of the cards you need.
* Don’t shuffle your discard pile into a new deck until your deck has completely run out and you still need to draw or reveal more cards.

Winning the Game:
Players win the game when they have defeated the Mastermind four times.

Note: There is an optional rule that allows players to compete in one final showdown after the Mastermind has been defeated four times. For rules on this optional form of play, please see Final Showdown rules at the end of this book.

Masterminds
A Mastermind is a powerful, evil genius that pursues an evil Scheme and tells all of the other Super Villains what to do. A player can choose to fight the Mastermind instead of fighting a Villain. Like any other fight, you have to use Attack equal to the Mastermind’s Attack to fight that Mastermind.

Mastermind Tactics
Masterminds use different abilities during fights, represented by “Mastermind Tactic” cards. All four “Mastermind Tactic” cards have the same Attack number, but they each have different “Fight” effects on them. When you fight a Mastermind:
* Choose a random card from the four face-down Mastermind Tactics cards underneath the Mastermind.
* Put that Mastermind Tactic card into your Victory Pile. It’s worth several Victory Points.
* Then follow the “Fight” effect listed on that Mastermind Tactic card.

A Mastermind is not truly defeated until all four of their Mastermind Tactics cards have been defeated by the players. If you create an amazing combo that gives you tons of Power, you can even fight the Mastermind multiple times in one turn.

Note: Defeating any Mastermind Tactic card lets you rescue all the Bystanders currently under that Mastermind and put them into your Victory Pile.

---

1615
Additional Rules
“KO”
Many card abilities tell you to “KO” certain cards, meaning “knock out”. This means put them into the KO pile on the game board. Cards in the KO pile are permanently out of the game. The players and the game all share one big KO pile.
• If a card says to KO “one of your Heroes”, that can be a Hero you’ve already played this turn or a Hero still in your hand. If you KO a Hero you already played this turn, you still get to use the Recruit Points, Attack, and special abilities that Hero produced.
• Getting some of your starting S.H.I.E.L.D. Heroes KO’d is actually very good for you, since it means you will draw your more powerful Heroes more often, instead of drawing as many of the weaker S.H.I.E.L.D. Heroes.

S.H.I.E.L.D. Heroes
S.H.I.E.L.D. Heroes all count as “Heroes” for special abilities that talk about Heroes. So if you have to “KO one of your Heroes,” you can KO one of your S.H.I.E.L.D. Heroes if you want. S.H.I.E.L.D. Heroes are their own color: Grey. Grey counts as its own color for cards that count the number of colors you have. (Some of Captain America’s cards count the number of colors you have, for example.)

“Rescue a Bystander”
Some card abilities tell you to “rescue a Bystander.” This means take the top Bystander from the Bystander stack and put it into your Victory Pile. This represents saving Bystanders that are trapped or in danger from all the chaos and destruction. Each Bystander in your Victory Pile gives you additional Victory Points at the end of the game. Bystanders can also be captured by Villains, as described above. Cards that say “rescue a Bystander” don’t let you save Bystanders captured by specific Villains in the city – you have to defeat those Villains to save those Bystanders.

“Gaining” Cards
Some card abilities say that a player “gains” a particular card. That means put that card into that player’s discard pile. The player will draw that card in the future, after their deck runs out and they shuffle their discard pile into a new deck.

Wounds
Some special abilities make you gain Wound cards, representing your Heroes getting hurt very badly. When a player gains a Wound, take a Wound from the Wound Stack and put it into that player’s discard pile. Wounds don’t have any Recruit Points or Attack, so when you draw Wounds in your hand, your hand is weaker than normal.
• Some cards let you KO your wounds so you don’t have to worry about them anymore. Some cards even turn Wounds to your benefit: when the Hulk gets wounded, it just makes him angry… and Villains wouldn’t like him when he’s angry!
• Wound cards aren’t Heroes. If a card tells you to “KO one of your Heroes,” you can’t KO a Wound, since Wounds aren’t Heroes. However, if a card says “KO one of your cards,” then you can KO a Wound, since Wound cards are still cards.

Healing Wounds
If you have one or more Wounds in your hand, you can use the ability written on the Wound card:
• “Healing: If you don’t recruit any Heroes or defeat any Villains on your turn, you may KO all the Wounds from your hand.”
• This is often worth doing if you have at least two Wounds in your hand, or if your turn wouldn’t have been very good anyway.
• It’s okay to play the cards in your hand and use some abilities like “draw a card,” then use the “Healing” ability to KO Wounds from your hand, as long as you don’t recruit any Heroes or fight any Villains during your turn.

Running out of Cards in the Hero Deck or Villain Deck
If either of these decks runs out of cards before the Scheme is completed, finish the turn, and then the players have successfully survived the Scheme, but they didn’t catch the Mastermind. As a result, the game is a draw between good and evil. The player with the most Victory Points wins an individual victory. Be sure to get the Mastermind next time!

Running out of Cards in the Bystander, Wound, or S.H.I.E.L.D. Officer Stacks
If one of these stacks runs out, the game continues. If a player would gain one of these cards, and there aren’t any more of that card left in the appropriate stack, then you don’t gain that card and the game continues. Don’t take extra copies out of the KO pile.

the turn and then the players have successfully survived the Scheme but they didn t catch the Mastermind As a result the game is a draw between good and evil The player with the most Victory Points wins an individual victory Be sure to get the Mastermind next time Running out of Cards in the Bystander Wound or S H I E L D Officer Stacks If one of these stacks runs out the game continues If a player would gain one of these cards and there aren t any more of that card left in the appropriate stack then you don t gain that card and the game continues Don t take extra copies out of the KO pile

Special Abilities on Cards
Special abilities on cards can override the rules of the game. Some cards tell each player to do something. In those cases, the player whose turn it is does it first. Then go in clockwise order. If a card tells you to do something, and you can’t do all of it, then do as much as you can. For example: if a card tells you to KO two Bystanders from your Victory Pile, and you only have one Bystander, then KO that Bystander. If a special ability calls for a choice, and it’s not obvious who should make the choice, then the player whose turn it is makes the choice.

“Your Heroes” & “Heroes You Have”
These phrases include both the cards in your hand and the cards you have played this turn. The Heroes in your deck and discard pile don’t count.
• For example, say you play Captain America’s “Perfect Teamwork” card. If you’ve played this card and two cards this turn, and you still have two cards and a card in your hand, then Perfect Teamwork would make 4 Power, since you have four colors of Heroes.

---

Card Number: LM6
Card Name: Perfect Teamwork
Character Name: Captain America
Team: Avengers
Card Type: Strength
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
You get +1 for each color of Hero you have.
0+
Captain America
Perfect Teamwork

Card Number: LM35
Card Name: Arc Reactor
Character Name: Iron Man
Team: Avengers
Card Type: Tech
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
: You get +1 for each other Hero you played this turn.
3+
Iron Man
Arc Reactor

Card Number: LM71
Card Name: Sabretooth
Character Name: Villain - Brotherhood
Level: 5
TM & ©2012 Marvel & Subs. ©2012 UDC, Inc.
Fight: Each player reveals an Hero or gains a Wound.
Escape: Same effect.
3
Villain - Brotherhood
Sabretooth

17
“Each Hero You Played This Turn”
This phrase only counts cards you have already played this turn, and not other cards still in your hand.
• For example, say you play Iron Man’s “Arc Reactor” card. You’ll get extra Attack for any other (Tech Hero) cards you played before Arc Reactor, but not for any other cards still in your hand.

“Reveal an X-Men Hero or Gain a Wound.”
“Reveal a card” just means show the other players that you have it. You don’t play or discard the card you revealed.
When you have the opportunity to “reveal a card”, you can reveal a card from your hand or you can reveal a card in front of you that you have already played this turn.
• For example, say you play a Wolverine card and a Deadpool card to make 5 Attack, and you still have four S.H.I.E.L.D. Agents in your hand. Then you fight the Villain Sabretooth. For Sabretooth’s “Fight” effect, you can reveal the Wolverine (X-Men) card you already played this turn so that you don’t have to take a Wound. You could also just choose to gain the Wound if you really wanted, for example if you had lots of cards in your deck that benefited from Wounds.

“Villain gets -2 Power”
Some cards reduce Villains’ Power. A Villain’s Power can never go below 0.

Masterminds Don’t Count as “Villains”
Masterminds are so powerful that they are far beyond regular Super Villains. As a result, Masterminds don’t count as mere “Villains”, and special abilities that only affect Villains won’t affect Masterminds. For example, the Scheme “Bank Robbery Hostage Crisis” says “Each Villain gets +1 for each Bystander it has. Masterminds don’t get this bonus.

“Secret Invasion of the Skrull Shapeshifters”
Note: Heroes carried away under escaping Villains like Skrull Queen Veranke and Skrull Shapeshifters do count towards evil winning.

18
Heroic Teams
X-Men: Born as mutants, with strange superpowers that set them apart, the X-Men are sworn to protect a world that hates and fears them. The X-Men Heroes in the first set of Legendary are Cyclops, Emma Frost, Gambit, Rogue, Storm, and Wolverine.
Avengers: “And there came a day, a day unlike any other, when Earth’s mightiest heroes and heroines found themselves united against a common threat. On that day, the Avengers were born—to fight the foes no single super hero could withstand!“ – Avengers Prologue. The Avengers Heroes in the first set of Legendary are Black Widow, Captain America, Hawkeye, Hulk, Iron Man, and Thor.
S.H.I.E.L.D.: The “Strategic Hazard Intervention Espionage Logistics Directorate” is a clandestine military and espionage organization led by Director Nick Fury. It works behind the scenes to stop superpowered Villains before they get out of hand. The S.H.I.E.L.D. Heroes in the first set of Legendary are Nick Fury and the S.H.I.E.L.D. Agents, Troopers, and Officers.
Spider Friends: This is a team affiliation that will be used in upcoming Legendary releases.

Cooperative and Competitive Play
Legendary is both cooperative (with players cooperating to beat the Mastermind) and competitive (with players competing to

Hero Classes
Strength Heroes include Heroes with raw strength, but also Heroes with strength of will, determination, and strong leadership.
Instinct Heroes use savagery and quick reflexes to dominate combats. Some Instinct Heroes use superhuman senses to get an edge on their opponents.
Covert Heroes include Heroes using trickery and deception to outwit their foes. They also include Heroes making clever battle plans and Heroes using subtle superpowers to gain subtle advantages.
Tech Heroes include Heroes using advanced weaponry, incredible gadgets, brilliant inventions, or next-generation science.
Ranged Heroes like to blow things up. Some Ranged Heroes use inherent superpowers to blast things, while others use energy beams, elemental powers, and mental assaults.
Basic Heroes include all the starting S.H.I.E.L.D. Heroes and S.H.I.E.L.D. Officers. They are Heroes in their own way, but they don’t quite get the job done as well as high-flying super heroes.

---

2019
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
are much harder to beat. This is the
easiest way to adjust difficulty.
• Scheme
You will find that some Schemes are
more difficult than others. Some
Schemes are especially difficult in
combination with certain
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!
Challenge Mode Effect
Heroic Mode
Add an extra Scheme
Twist to the Villain
Deck.
Champion Mode
Add two extra Scheme
Twists to the Villain
Deck.
Legendary Mode
Add three extra
Scheme Twists to the
Villain Deck.
Distracted
Mastermind
The Mastermind gets
-1 Power.
Maniacal
Mastermind
The Mastermind gets
+1 Power.
Enraged
Mastermind
The Mastermind gets
+2 Power.
Tyrant
Mastermind
The Mastermind gets
+3 Power.
Nightmare
Mastermind
The Mastermind gets
+4 Power.
All-Powerful
Mastermind
The Mastermind gets
+5 Power.

If you want to give newer or younger
players a boost to help them compete with
veteran players, you can replace some of
the S.H.I.E.L.D. Agents with S.H.I.E.L.D.
Officers in the new players’ starting decks.
This will also make it easier for all the
players to beat the Mastermind.
How to Teach the Game
For most groups, the best way to teach the
game is just to start playing it. There’s no
need to explain every single detail before
you begin. Instead just tell people the
overall theme and goal of the game,
pointing to the different elements as you
mention them. You can use your own
words, or say something like this:
“This is a Marvel Super Heroes Deck-Building
Game. Each of us starts with a small deck
of basic Heroes. Over time, we’re going to
recruit these awesome Super Heroes, fight
Super Villains, and eventually take down the
evil Mastermind. There are different Heroes
and a different Mastermind every time you
play. This time it’s Red Skull. If we beat Red
Skull four times, then we all win as a team,
and the person who scores the most Victory
Points is the individual winner. But while
we’re playing, the game is fighting back.
Red Skull is trying to accomplish this evil
Scheme, “Unleash the Power of the Cosmic
Cube.” If he does, then evil wins, and all of us
lose. The best way to learn is just by playing.
Everybody shuffle your deck and draw six
cards. I’ll go first.”
Then just take your first turn, explaining
what you do as you do it. You don’t need
to explain what Bystanders or Scheme
Twists or Master Strikes do until they
come up. This method gets people into
the action quickly, and everyone will
figure it out as they go.
Solo Play
You can also play Legendary with a
single
player. Here are the adjustments
you need:
Solo Setup
• Hero Deck - Use the cards for three
Heroes.
42 cards in total.
• Mastermind - Ignore the Mastermind’s
“Always Leads” ability.
• Scheme - Use any Scheme except
Super Hero Civil War and Negative
Zone Prison Breakout.
• Villain Deck: Use these cards:
•1 Villain Group
•3 Henchman cards from the same
Henchman Group
•1 Bystander
•1 Master Strike
•The normal number of Scheme
Twists listed on the Scheme Special
Solo Rules
Whenever you complete a Scheme Twist
effect, KO a Hero from the HQ of cost 6 or less.
Scoring
If you win the game, add up your Victory
Points and subtract these penalties:
• -4 for each Bystander carried away by
escaping Villains
• -3 for each Scheme Twist that occurred
• -1 for each Villain that escaped
Write down your score and which Heroes
and Scheme and Mastermind you used.
Compete to get better scores against
that Mastermind and Scheme with
different Heroes!
Final Showdown (Optional)
When a player defeats the fourth
Mastermind Tactic, that player finishes
their turn and draws six cards as normal.
Then it’s time for the Final Showdown
between the players and the Mastermind!
Each player in turn now takes a special
“Showdown Turn,” starting with the player
on the left of the player who defeated the

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fourth Mastermind Tactic.
In a Showdown Turn, you don’t play the
top Villain card, you don’t recruit Heroes,
and you don’t fight Villains. Instead:
• Play the cards in your hand as normal,
using those cards’ special abilities as
normal, and producing Recruit Points
and Attack as normal.
• Add together all the Recruit Points and
Attack you produce into a single, big
Showdown Total.
• Don’t draw a new hand at the end of
your Showdown Turn.
Whichever player has the highest
Showdown Total wins the Final
Showdown! That player puts the actual
Mastermind card into their personal
Victory Pile. That card is worth several
Victory Points. When the Final Showdown
is complete, then the Mastermind has
been utterly defeated, and all the players
win a team victory! In addition, the player
with the most Victory Points in their
Victory Pile wins an individual victory and
is the most legendary hero of all!
Tied Final Showdowns
If multiple players tie for the highest
Showdown Total, then it’s time for a Super
Showdown! Each of the tied players
discards all the cards they played and
draws a new hand of six cards. Each
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.
Game Contents
Rulebook, game board and 560 cards:
• 14 cards for each of 15 different Heroes
(210 cards)
(Each Hero has 1 rare, 3 uncommons,
5 of one common, and 5 of another
common)
• 8 cards for each of 7 different Villain
Groups (56 cards)
• 10 cards for each of 4 different
Henchmen Villain Groups (40 cards)
• 40 S.H.I.E.L.D. Agents
• 20 S.H.I.E.L.D. Troopers
• 30 S.H.I.E.L.D. Officers
• 30 Bystanders
• 30 Wounds
• 4 Masterminds, each with 4 Mastermind
Tactics (20 cards)
• 8 different Schemes
• 11 Scheme Twists
• 5 Master Strikes
• 60 Dividers
Use the dividers in the box to separate the
different types of cards. Some people like
to put their cards in card sleeves to help
protect them.
Credits
Game Design and Card Set Design: Devin Low
Art Direction: Devin Low, Nick Leslie.
Development Team: Jason Brenner,
Bubby Johanson, Crystal Lautzenheiser,
Nick Leslie, Mark Shaunessy.
Brand Management: Jason Brenner
Graphic Design: Krista Timberlake, Brian
Bateman.
Production:
Mike Eggleston, Krista Timberlake,
Marsha Weddle, Gordon Tucker, Rudy Diaz,
Suzanne Lombardi, Travis Wingo, Tom Van Cleave.
Project Management: Louise Bateman, Susan Dent.
Product Management: Bubby Johanson
VP of Marketing and Business Development:
Jason Masherah
Chairman and CEO, Upper Deck Company:
Richard McWilliam
Playtesters: The Beeman family, Victor Blaiotta,
Brandon Bozzi, Jason Brenner, Max Clendenning,
Sean Dawson, Skaff Elias, James Ernest, Marty
Forbeck, Matt Forbeck, Richard Garfield, Rob
Heinsoo, Joshua Howard, Paul Hughes, Bubby
Johanson, Nick Leslie, Rob Lightner, Lindsey Low,
Jason Mai, Greg Marques, Dylan Mayo,
Paul Peterson, Bruce Phillips, the Satnik family,
Jay Schneider, Dustin Stokes, Justin Woods,
Jeff Piroozshad, Robert Borman and many more.
My deepest thanks for all your help!

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A Deck Building Game
™
™ & ©2012 Marvel & Subs.
©2012 UDC, Inc. 2251 Rutherford Road, Carlsbad, CA 92008. All rights reserved.
Printed in Canada.
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 Players | Villain Groups | Henchmen Groups | Bystanders
------------------|----------------|-------------------|-----------
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.

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