Legendary Villains: Fear Itself Expansion

Two years after the release of Legendary: A Marvel Deck-Building Game, Upper Deck introduced another core set, Legendary Villains. In this spin-off version of the game the roles are reversed, with players acting as the villains and brawling against various legendary-fear-itselfsuperheroes. Although completely compatible with the original Legendary, the Villains line was eventually discontinued as a separate thing, and fully merged with the main game, which is why we saw villainous “heroes” and heroic “villains” in the two Secret Wars expansions. However, the Villains line did get a small box expansion before the merger, a set revolving around a comics event entitled Fear Itself.



What’s in this set – 6 allies, 1 Commander, 1 Adversary Group, and 3 Plots.

For previous Legendary sets – 

Legendary: A Marvel Deck-Building Game

Dark City

Fantastic Four

Paint the Town Red

Guardians of the Galaxy

Secret Wars: Volume 1

Secret Wars: Volume 2

Captain America 75th Anniversary

Civil War


Terminology Compatibility – While Villains and Legendary work together mechanically without issues, there are some differences in terminology for thematic purposes. The villains are the protagonists in this line, after all, and they’re not going to recruit from a Hero Deck or rescue any Bystanders.  Some of these terminology translations are included in the Fear Itself rules sheet, while others come from the Villains core set (which I have not played).

  • Ally – The equivalent of a Hero from the original game. The Ally Deck is the same thing as the original’s Hero Deck.
  • Adversary – In the original game these are the Villains we draw from the Villain Deck and fight in the city. So, Villain Deck and Adversary Deck both refer to the same thing.
  • Commander – Mastermind.
  • Command Strike – Master Strike.
  • Plot – Scheme. (Not really sure why they changed this term, to be honest. “Scheme” and “Plot” are very similar, and either could work just as well for a hero or a villain.)
  • Bindings – Similar to Wounds, but distinct. However, if you don’t have the core Villains set, just use Wounds whenever Bindings are mentioned.
  • Hydra Affiliation – If you’re not using the Villains’ starter “allies,” consider all references to Hydra as indications of S.H.I.E.L.D. instead. Hydra, S.H.I.E.L.D., two sides of a coin that in Legendary can be equal currency.
  • Kidnap – If you are told to Kidnap a Bystander, rescue one from the Bystander stack. It’s the same exact thing.
  • Lair – The HQ.
  • Madame Hydra – If you don’t have the Villains set, use S.H.I.E.L.D. Officers instead. The Officers and Madame Hydras are nearly identical anyways.
  • New Recruit – An “ally” in the Villains core set that you can recruit similarly to an Officer or a Sidekick. In the absence of a New Recruit stack, whenever a card would allow you to gain a New Recruit, you get +1 Attack instead.
  • Overrun – The same thing as the Escape effect.


Keywords – Fear Itself introduces two new keywords. For those of us who haven’t played with the Villains core set, there is a third new keyword here. Additionally, Fear Itself’s Commander (Mastermind) and his Adversary Group (Villain Group) use a new version of Legendary’s Fight effect, which could be considered a “half” keyword.

  • Thrown Artifact – If you’ve seen the Guardians of the Galaxy expansion, then you know what an Artifact is. Thrown Artifacts are similar. When you play a Thrown Artifact, it stays in play in front of you, even when your turn is over. A normal Artifact remains there permanently, granting an ongoing effect, but a Thrown Artifact stays in play until you activate its effect, then it goes to the bottom of your deck. This allows you to save up Thrown Artifacts for just the right moment, and then use them for a timely advantage. Like Artifacts, Thrown Artifacts are only “played” on the turn you set them out, so they can’t be used to trigger superpowers on subsequent turns, until you play them again after drawing them from your deck. You can point to a Thrown Artifact in front of you to fulfill a “reveal” requirement, however.
  • Uru-Enchanted Weapon – When you fight an enemy with this keyword, reveal as many cards from the Adversary Deck (Villain Deck) as the number of Uru-Enchanted Weapons the enemy has listed. That foe immediately gains Attack equal to the total Victory Points from all the revealed cards. If you have enough Attack points to meet the Adversary’s new Attack value, you may finish the battle. If you cannot match your foe, you lose all your Attack points and your ability to fight this turn! Win or lose, put the revealed cards on the bottom of the Adversary Deck. Opponents with Uru-Enchanted Weapons tend to also use the Fight or Fail mechanic, described below.
  • Fight or Fail – This works like a normal Fight effect, except it triggers whether you defeat your opponent or not. So, if you fight your foe and win, do the effect, and if you fight your foe and lose (because of an Uru-Enchanted Weapon, for instance), you also do the effect.
  • Demolish – Reveal the top card of the Ally Deck (Hero Deck). Each player affected by the Demolish reveals his hand and discards a card (if he can) with the same cost as the revealed card. Then, put the revealed card on the bottom of the Ally Deck.


Commander (“Mastermind”) –legendary-uru-enchanted-iron-man

  • Uru-Enchanted Iron Man – He may start out as with a low Attack value (for a Commander/Mastermind), but every Command Strike gives him an Uru-Enchanted Weapon, making him considerably harder and more unpredictable with each Strike. Blitz him early if you can, because you don’t want to take Iron Man on when he has four or five Uru-Enchanted Weapons in his arsenal! He leads The Mighty.


Adversary (“Villain”) Group –

  • The Mighty – Featuring eight distinct opponents, this group’s Attack values range from 2-5, which would normally be considered low-difficulty. But each Adversary possesses at least one Uru-Enchanted Weapon, making them somewhat unpredictable and potentially challenging. All of them also use Fight or Fail effects, some of them harmful and some beneficial for the players.



Plots (“Schemes”) – Fear Itself only contains three Plots (Schemes), but they are all good. The aptly named “Fear Itself” starts a game off with a larger than usual Lair (HQ), which diminishes rapidly as Twists occur. “Last Stand at Avengers Tower” grants a stacking Attack bonus to an Adversary on the Rooftops, and KOs multiple Allies from the Lair if the Rooftops are occupied when a Twist goes off. “The Traitor” adds some PvP to the mix, potentially turning one player against the others, allowing that player to fight and win on the side of the Commander/Mastermind, or fail if the other players gain the victory.




Allies (“Heroes”) – Every other small box set has included five new heroes, but Fear Itself adds six Allies to the field. One stands on the side of Hydra (treat as S.H.I.E.L.D. if you don’t have any other Hydra cards), while the other five fight as Foes of Asgard. Every Ally in this set makes use of Thrown Artifacts, with additional mechanics to take advantage of their effects.



Skadi – The transformed daughter of the Red Skull, Skadi is most useful if you build a deck around Hydra/ S.H.I.E.L.D. Her first common grants two recruit points, plus a Madame Hydra (S.H.I.E.L.D. Officer) through a tech-activated superpower, easily triggered by her second common. This second common lets you discard a Hydra/ S.H.I.E.L.D. Ally to draw two cards, an effect that her uncommon profits from. Her uncommon is a Thrown Artifact, and grants 2 Attack for every card you’ve discarded this turn. Skadi’s rare is also a Thrown Artifact, and it provides +1 Attack for every Hydra/ S.H.I.E.L.D. Ally you’ve played during your turn. With judicious use of her Thrown Artifacts and a properly built Hydra/ S.H.I.E.L.D. deck, Skadi can produce some truly powerful hits.legendary-skadi


Foes of Asgard

Greithoth, Breaker of Wills – This possessed version of the Absorbing Man relies heavily on Artifacts, whether controlled by you or another player. His second common acts as an anchor for his abilities, as its covert class will activate a superpower on his uncommon. It also grants up to 3 Attack if you control an Artifact. Note the terminology: Artifact, not Thrown Artifact. This means that if combined with heroes from the Guardians of the Galaxy expansion, the Breaker of Wills becomes significantly more powerful. His rare uses the same terminology, granting extra Attack equal to the number of Artifacts controlled by all players and in the Lair/HQ! Imagine if Star-Lord – whose skill set is mostly comprised of Artifacts – was also in the Ally/Hero Deck! The covert superpower on the Breaker of Wills’ uncommon forces all players (including yourself) to discard the bottom card of their deck, gaining +1 Attack for each non-grey card revealed in this manner. This effect can profit from a wide variety of cards, obviously, but you can guarantee at least a +1 if you use a Thrown Artifact prior to playing the uncommon. Finally, his first common is a fairly ordinary card, but it is the Breaker of Wills’ only set of Thrown Artifacts, and is his only source of Recruit points, so it comes in quite handy.legendary-breaker-of-wills

Kuurth, Breaker of Stone – As if Juggernaut wasn’t bad enough, as the Breaker of Stone he wields even greater strength. The Breaker of Stone is a rather high-cost Ally, his cards costing 4 as a minimum. This plays into his mechanics, however. His first common grants 2 Recruit, but can get an extra 2 if the bottom card of your deck costs 4 or more. To ensure that you get this benefit, you should acquire his second common, a Thrown Artifact that provides 2 Attack when used. Throw the second common, sending it to the bottom of your deck, then play his first common, gaining the benefit of the 4-cost Thrown Artifact now happily placed on the bottom of your deck. His uncommon also profits if you have a high-costing card on the bottom (or top) of your deck. Its team-activated superpower discards the top card of any player’s deck, then reveals either the top or bottom card of your deck. If your card is higher or equal in cost to the discarded card, you get +2 Attack. A good deck manipulator, such as Gambit, or a hero with Wall-Crawl could be of great benefit here. And then there’s his rare, which can reach epic proportions of power if you play it right. When you play the rare, reveal a card of your choice from your hand, then reveal the top and bottom cards of your deck, and get Attack points equal to the total costs of all three revealed cards! Despite the high cost required to recruit his cards, the Breaker of Stone is easily the best Ally in this set.legendary-breaker-of-stone

Nerkkod, Breaker of Oceans – For players who do not own a copy of the Villains core set, the Breaker of Oceans is going to be underwhelming, but he seems to be the weakest Ally in this set regardless. His first common is a straightforward card, granting 2 Recruit and allowing you to move an Adversary to an adjacent city space. Ideally, this will let you put your target in the bridge, setting up the Breaker of Oceans’ uncommon and second common. His uncommon is a Thrown Artifact that grants 3 Attack only against Adversaries on the bridge or against the Commander/Mastermind. The second common enables you to KO one of your cards or a card from your discard pile every time you defeat an Adversary on the bridge, and then gain a New Recruit for each card you KOed this way. If you aren’t using the Villains set, however, there are two problems here. First, you won’t have access to New Recruits, which means that you would instead gain +1 Attack whenever you should gain a New Recruit, which could easily be a worthless gain in the context of the second common. Secondly, in the original Legendary set, the bridge is the final city space on the board, and you want to avoid letting your enemies get to that spot if possible, while in Villains the city order is reversed, making the bridge the entry space for Adversaries. Ally effects that target the bridge will be of far greater benefit in the latter case than the former, and so the Breaker of Oceans’ value drops if played without the Villains core set. His rare is on the weaker side regardless of which core set you have access to. It grants 5 Attack and a superpower that allows you to steal Madame HYDRAs (S.H.I.E.L.D. Officers) or New Recruits from other players’ hands. Without New Recruits, you would only be able to steal Officers, and in my experience, players do not commonly recruit Officers. Without the Villains set, you may want to employ the Breaker of Oceans sparingly.legendary-breaker-of-oceans

Nul, Breaker of Worlds – This possessed version of the Hulk brings some steady power at the expanse of potentially damaging other players. His first common brings Recruit points and a strength-based superpower that Demolishes a player of your choice, permitting you to draw a card if the Demolish forces that player to discard. His uncommon brings a little humor to the party in the same vein as Ronan the Accuser from the Guardians of the Galaxy expansion. When you play the card you announce, “Nul Smash!” and then each player must slam the table. The last player other than yourself to slam the table gets a Bindings/Wound. His rare gives you 6 Attack and lets you KO any two cards from your hand and/or discard pile, but for each Bindings/Wound you dispose of this way, you must Demolish all other players. The Breaker of Worlds’ final card, his second common, is his only one that does not have the chance of hurting other players. It’s a Thrown Artifact that grants 2 Attack for every strength class Ally you have played this turn. Fortunately, all of his other cards are strength, so you should be able to get some good value out of this Artifact. Also note that Nul, Breaker of Worlds counts as a version of the Hulk, so he can fulfill the requirements of a Cross-Dimensional Hulk Rampage from the Secret Wars expansion. legendary-breaker-of-worlds

Skirn, Breaker of Men – Like the Breaker of Oceans, this Ally loses some power if used without the Villains set, but it’s not a significant loss. Her first common supplies two New Recruits (translated as 2 Attack), and with a instincts superpower grants one more. That’s the extent of her power loss, and it’s not much of a loss at that. The rest of her skill set revolves around drawing cards. Her second common lets you look at the bottom card of your deck and either discard it or put it back. If you activate a covert superpower, you can draw the bottom card of your deck, perfect for quickly regaining the use of a Thrown Artifact. Her rare forces every player, including yourself, to reveal a covert Ally or discard a card. For every card discarded this way, your get to draw a card. Her Thrown Artifact uncommon ties everything together, providing +1 Attack for every card you’ve drawn during your turn. It’s also a 2-cost card, which makes it a perfect inclusion with a Spider-Friends deck. Generally, pair the Breaker of Men with other card-drawing Allies/Heroes, with special focus on covert and instincts cards, since she possesses superpowers that trigger from those classes, and only has a limited number of cards with those classes in her arsenal.legendary-breaker-of-men



Overall, Fear Itself is a decent expansion, but not a “must-have.” If you have the Villains core, then it might be, but if you’re running with the original Legendary set, then you can skip Fear Itself without missing out on too much. That being said, with the Villains line now merged with the main line, we may see some of the keywords and mechanics carry over, so this expansion might become more connected to the larger game as time goes on. In fact, we’ve already seen a subtle variation of a Thrown Artifact in Captain America, Secret Avenger’s rare, from the Civil War expansion. And there are the Artifacts in Guardians of the Galaxy, and we’ve experienced “heroes as Villains” and “villains as Heroes” in Civil War and both volumes of Secret Wars. Oh, and one of the Heroes from this last October’s Deadpool expansion (review upcoming) carried the HYDRA affiliation. Bottom line: if you’re a big fan of Legendary or have the Villains set, then Fear Itself is worth a look. Otherwise, there are better sets, both small and big boxes, and you should look to those first if you want to expand your Legendary options.


About Ross Windsor

Ross Windsor is a film and gaming enthusiast, and an alumnus of Christendom College who graduated with a theology degree. He is currently designing a fantasy RPG system, while simultaneously researching and developing a board game and film scripts based on Arthurian legends.
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2 Responses to Legendary Villains: Fear Itself Expansion

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