In terms of a freshman effort, Disney Infinity did almost everything it was supposed to do. The game introduced a concept that, while familiar and a little too similar to Skylanders, was bolstered by one of the biggest brands in the world, and is almost perfect for the family atmosphere.

However, as we cited in our review, the game is quite limited both in terms of its scope and what it asks players to do. It may be geared towards a younger audience, but that doesn’t mean the game has to be simple. And for all intents and purposes Disney Infinity was rather simple. That didn’t diminish my enjoyment of the game, mind you, but rather highlighted some key areas where the franchise could improve moving forward.

With Disney Infinity: Marvel Superheroes 2.0 Edition, Disney Interactive has not just added Marvel characters and left the base game alone. Rather, they have smartly incorporated fan feedback into what appears to be a deeper and more fun experience. And yes, there will be superheroes. Lots of superheroes.

As part of Disney’s E3 2014 presence they took us behind closed doors to take a closer look at the Spider-Man playset. This set will incorporate five different characters – Spider-Man, Venom, Nova, Nick Fury, and Iron Fist – and include an open world version of New York City.

Disney Infinity - Avenger Iron Man 3

The most obvious change for Disney Infinity 2 is the traversal. While in the first games players were relegated to traveling around the environment via car, boat, or feet, Marvel Superheroes adds web-swinging and flight into the mix. As a result players now have a greater freedom when exploring the world, and they have new gameplay options. For example, a flying character like Iron Man or Thor can attack enemies from the air. But the most impressive element of the demo as far as traversal is concerned was Spider-Man’s web-slinging. Disney modeled the physics to emulate the comic books as best they could, with lots of signature poses and movements, and a healthy dose of “borrowing” from Activision’s work on the Spider-Man 2 game.

Strictly speaking, though, what we saw looked a lot like Disney Infinity in terms of combat and mission variety. Granted, players are now working to stop the likes of Green Goblin or Loki, but players looking for a complete reimagining should wait until we’ve seen more of the game.

Disney Infinity: Marvel Superheroes is not without its improvements, though. The game adds a skill/ability tree to the mix this year, giving players greater rewards for leveling their characters. Leveling and progression will require some tough choices, as players won’t be able to unlock every ability for each character. There will be chances to respec, but eventually gamers will need to commit to what type of Captain America or Hulk or whoever they wan’t to be.

Disney Infinity Super Heroes

Disney is also introducing crossover characters for Disney Infinity 2.0 Edition. These are toys that will work with several different playlets who are not beholden to one locale. For example, Iron Man can join the Avengers Play Set and squash evil with his comrades, or he can jump into the world of Spider-Man and fight alongside the webslinger. This is smart because it guarantees co-op play right out of the box. No more having to buy another Pirates of the Caribbean or Incredibles character to play with your family member. With the first Infinity, Disney wanted to honor the universe’s of these properties for fans, but with Marvel they have the freedom to create these crossover opportunities. It’s one of the beauties of working with properties with deep histories, rather than a single movie.

To that point, Infinity Marvel Superheroes also adds new team-up and costume change Power Discs to the mix. Team-up power discs allow players to call in a friendly Marvel ally to help with their mission. For our demo we saw The Winter Soldier, whose look is heavily inspired by the recent Captain America 2 film.

Costume change discs, on the other hand, will redesign the Marvel hero in one of a number of new outfits. Each are reportedly inspired by a comic or film look, and will help players further customize their character.

The idea of incorporating fan feedback in a sequel has been used so often recently that it’s hard to take seriously. But for Disney Infinity: Marvel Superheroes it appears the developers have taken fan feedback and requests to heart. They didn’t make players wait long to see Marvel characters, and they tweaked the gameplay and mechanics to suit a more seasoned gamer. If you liked Disney Infinity 1 you will likely be very happy with what DI has put together for Marvel Superheroes 2.0 Edition, but if you wrote the first game off as too “kiddy,” this latest title might be worth checking out.

Game Rant E3 2014 Live Coverage

What would you like to see Disney Interactive change for Disney Infinity: Marvel Superheroes? What Marvel characters do you hope are added to the game later?

Disney Infinity: Marvel Superheroes 2.0 Edition releases this September for PC, PS3, PS4, Wii U, Xbox 360, and Xbox One.

Follow Anthony on Twitter @ANTaormina for more E3 2014 updates.