Released late 1997, introduced the artifacts, a new type of tactic card, and the "variant characters", new versions of already released character cards. Composed of 215 cards, being 32 characters, (24 new and 8 variant), 152 specials (1 "Any Character" and 6 for each new character except five; three of those five got just 3 specials, the other two have no specials; also, 28 of the previous characters got 1 new special), 5 locations, 1 power card, 24 tactic cards and 1 "Any Mission" event. Sold in 15-card booster packs. After Classic, Fleer decided not to produce OverPower anymore, and the production passed to Marvel Comics.