Capcom Fighting All-Stars: Code Holder was a 3D fighting game planned for the arcade and PlayStation 2 that was to be developed by Capcom. Like KOF: Maximum Impact, it was designed to translate a 2D fighting game series into 3D. This was done previously in the Street Fighter EX series, which Capcom co-produced with Arika. The game utilized 3D assets that were previously created for a third Capcom vs. SNK title, which had been cancelled due to SNK's financial difficulties. Capcom beta-tested the game, but after negative feedback from players and more months in development, the game was canceled in August 2003. The life system was 3-tiered: if the player lost one tier, a break moment would occur and then the fight would resume, much like the life system in Vampire Savior. However the life system was also linked to the power bar: for each tier lost, a character gained an additional level in the Super Combo gauge (at full life, a character only has single-level super combo moves). Super arts were handled in three tiers, each super costing one, two, or three levels to use them. Many parts of the system were later used in Capcom Fighting Evolution for Ingrid's gameplay and Capcom later revisited the concept of 2D fighters in 3D with the more traditional Street Fighter IV and Tatsunoko vs. Capcom. Characters Returning characters Ryu (Street Fighter) Chun-Li (Street Fighter II) Akuma (Super Street Fighter II Turbo) Alex (Street Fighter III) Charlie (Street Fighter Alpha) Mike Haggar (Final Fight) Poison (Final Fight) Batsu (Rival Schools) Akira (Rival Schools) Strider Hiryu (Strider) Demitri Maximoff (Darkstalkers: The Night Warriors) New characters D.D. - "God of Thunder" Rook - "Fallen Angel" Ingrid - "Eternal Goddess" Avel - "Death" Guest characters Kyo Kusanagi (The King of Fighters) - Kyo's inclusion comes from the game's roots starting out as a sequel to Capcom vs SNK 2. After the game was reworked to a Capcom-only crossover, the then-reformed SNK Playmore gave Capcom permission to use one of their characters due in part to the involvement of ex-SNK staff assigned to this project (including Code Holder's director Toyohisa Tanabe) Story Death was running around Metro City with a bomb called Laughter Sun. Mike Haggar called all above mentioned fighters to beat Death and defuse the bomb. To disarm it, codes were needed to be input. D.D., Rook, and Ingrid were the Code Holders, they