After Raven Software's previous Marvel game X-Men Legends II: Rise of Apocalypse, Marvel and Activision were both cautious as how to proceed with their relationship due to fearing X-Men as a franchise was "losing steam". Director Dan Vondrak, feeling as though most superheroes games are focused on the villains, instead pitched a game called "Marvel Supervillains". Inspired by Fable, the player could create their own supervillain, taking over a city and having a lair. Marvel really liked the idea, however Activision's marketing team was against the premise feeling villains were hard to sell, instead preferring the safer approach of playing as the heroes and leading to the development of Marvel: Ultimate Alliance.