Vs.

The game follows the standard fighting gameplay, but different from X-Men vs. Street Fighter you now have to make up a squad of three characters instead of two. The other characters can be summoned for assist attacks and there is also a duo team attack to control two characters for a brief time, along with the ability to perform super moves where the characters team up.

Options include a straight arcade battle, 4-player tag modes (Dreamcast version only), a survival mode (much like Street Fighter Alpha 3), and a training mode. The PlayStation version does not have the 4-player tag mode and also reduces the second character to an assist role, but in addition, introduces a "crossover" mode where tag-team play with identical teams is possible.

For Marvel, the cast of playable characters includes Spider-Man, Captain America, Venom, Hulk, Gambit, War Machine, Wolverine, Gold War Machine (secret character), Hyper Venom (secret character), Orange Hulk (secret character), and Onslaught (secret character). The Capcom side offers Chun-Li, Ryu, Zangief, Morrigan Aensland, Captain Commando, Megaman (Rockman in Asia), Strider Hiryu, Jin Saotome, Roll (secret character), Lilith-Mode Morrigan (secret character), and Shadow Lady (secret character). There is also a large number of special partners that can be summoned.