KoF Memorial Lv2

KoF Memorial Lv2's Logo

The King of Fighters Memorial Lv2
is the second installment of the KoF Memorial series by Zelgadis. The game was announced and went into production after the release of the first KoF Memorial and its SP Versions. Zelgadis steadily revealed varying degres of information on the project, and was finally released on September 23rd, 2011.


Warning: This portion of the article contains spoilers for the plot of the game.

The story takes place at some point after the events in the first King of Fighters Memorial Tournament, presumably not too long considering Element's activation which seemed to be directly after the first tournament (however it could be assumed that his activation took place a few months or even a year afterwards, although this does cause some conflictions in the plot). The opening cutscene begins by showing Psyqhical appearing before Gustab Munchausen to give a status report. He informs Gustab that Element had escaped from the lab he was being contained in, and had seemingly gone on a rampage, killing all of their soldiers and scientists in the process. Element had seemingly hid his energy source afterwards, preventing Psyqhical from locating him. Gustab is initially shocked that they lost control of their experiment, though begins to make prepirations for a potential confrontation. He asks Psyqhical to inform him of the status on the previous fighters that he had resurrected for the last tournament. It appeared that a few of them had survived the previous battle in some way or another, amongst these including: Kyo Clone-10, Iori Clone-09, Krizalid, Leopold Goenitz (although Psyqhical had actually contained his soul after his defeat), and Rugal Bernstein, the final of which the two could not locate, although Psyqhical was assured that "he is alive, we know he must be."

As they speak, Psyqhical suddenly senses Element's energy approaching their position. Element teleports into the room from a large cloud of dust, and begins to inform Gustab that he will not submit to his orders despite being created by him. He refers to himself as "his own master," as well as expressing his desire to kill Gustab. Psyqhical initially attempts to intervene and challenges Element, but Element quickly strikes him down in a single blow by slicing him in half.

Element Impale

Element impales Gustab in the opening cutscene.

Element then confronts Gustab, who is seemingly greatly pleased at the power that "his creation" has demonstrated. Gustab attempts to strike Element down with his "Revelation of Threads" HSDM, but Element seems to avoid every single one of the strings with (much to the surprise of Gustab). Element, seemingly unphased by the attack, proceeds to impale Gustab through the torso using his hand (as well as emitting a slight beam of energy that seems to pierce through him). Gustab collapses and dies afterwards, expressing shock in his final words at this turn of events.

Shortly afterwards, Element begins to sense the presence of the approaching fighters for the next King of Fighters Tournament. He notes to himself that Yukino Ozawa is amongst them, and that he requires her to complete his destructive and mysterious intentions. Element teleports away afterwards, ending the cutscene.

Yukino Transforming

Yukino about to transform while in Element's illusion.

At some point during the Tournament, Element managed to find Yukino. Utilizing his powers, he was seemingly able to create an illusion around her, making her think that she was floating within a dark void that her rival, Sula, was berating her with harsh comments about her combat abilities as well as her past and current actions. After making her angry enough, Element was seemingly able to control Yukino's mind and forced her to turn into a more powerful, hidden form that was initially supressed. Afterwards, the two would wait within the ruins of Gustab's estate for the winners of the Tournament to approach and challenge them.

Game MechanicsEdit

The gameplay has remained mostly unchanged when in comparison to the previous game, in that it still utilizes many of the traditional gameplay elements found within the KoF series. However, new additions were also made into this installment. Amongst the general manuvers within the game, guard breaking has been included. This occurs by consistently attacking your opponent's while they block in order to wittle down their guard, or by utilizing special moves that can instantly break an opponent's guard for a brief moment (some of Kyo's moves are capable of doing this, for example).

All characters, including bosses, now only have 3 powerbar levels (rather than some having 5 in the previous game). Another new change was that all the characters were updated either by having new moves or so that previous characters that did not possess Level 3 HSDM's now had at least one. The EX-Gauge feature is also no longer present, with the exception of the fight against Kyo Clone-10 and Iori Clone-09 (who were also updated and given back an unlimited power bar).

A notable new feature to this game was the process of unlocking certain characters. Similar to the SP version first KoF Memorial game (although this was later removed when various updates were made), beating the game with specific characters or completing certain conditions would give the players passwords to use on files in the main game's content folder. As such, players would essentially be progressing the story-line with each completion with various characters, as well as unlocking extra ones by performing certain actions during fights.


Korea TeamEdit

  • Kim Kaphwan
  • Jhun Hoon
  • Choi Bounge
  • Chang Koehan

Fatal Fury/Mark of the Wolves TeamEdit

  • Terry Bogard - New moveset
  • Andy Bogard
  • Rock Howard
  • Joe Higashi - Newcomer

Psycho Soldiers TeamEdit

  • Athena Asamiya - New attire, new moveset
  • Sie Kensou
  • Chin Gentsai
  • Asuka - Newcomer (replaces Momoko)

Ikari Warriors Team (All Newcomers)Edit

  • Heidern
  • Leona Heidern
  • Ralf Jones
  • Clark Still
  • Athena Heidern - Edited character

Hero TeamEdit

  • Kyo Kusanagi - Ash Saga attire, new moveset
  • Kyoko - Newcomer
  • Benimaru Nikaido - New HSDM's
  • Saisyu Kusanagi - New HSDM's
  • Goro Daimon
  • Shingo Yabuki

Iori TeamEdit

  • Iori Yagami - Pre-KoF XII attire, KoF XII-like stance, new moveset
  • Naomi Kokoro - Original character, Newcomer
  • Vice - New moveset
  • Mature - New HSDM's

Ash TeamEdit

  • Ash Crimson - KoF XII-type moveset
  • Elisabeth Blanctorche
  • Shen Woo
  • B. Jenet

Art of Fighting TeamEdit

  • Ryo Sakazaki - Newcomer
  • Robert Garcia - New moveset
  • Yuri Sakazaki - Newcomer
  • Takuma Sakazaki - Newcomer

K' TeamEdit

  • K' - New moveset
  • Kula Diamond
  • Candy Diamond - Newcomer
  • Maxima - New moveset

Semi-Outlaw TeamEdit

  • Billy Kane - Newcomer
  • Blue Mary - Newcomer
  • Shingo Yabuki - Newcomer
  • Ryuji Yamazaki - Newcomer

Women Fighters TeamEdit

  • Kasumi Todoh
  • Mai Shiranui
  • Hinako Shijou
  • Malin

Clone TeamEdit

  • Kusanagi
  • Kyo-1 - Newcomer
  • Kyo-2 - Newcomer
  • Nao - Original character, Newcomer
  • haohmaru

Single EntriesEdit

Boss TeamEdit

  • Rugal Bernstein
  • Geese Howard
  • Wolfgang Krauser
  • Adelheid Bernstein
  • Mr. Big


  • Iori Clone-09 - Slightly altered appearance, new moveset
  • Kyo Clone-10 - Slightly altered appearance, new moveset
  • Krizalid - KoF 2001 outfit, new moveset
  • Sinobu Amou - Newcomer, KoF XI styled sprites, new moveset

Final BossesEdit

Extra CharactersEdit

  • Mizore Shirayuki - Newcomer (from Rosario+Vampire)
  • Kung Fu Girl - Newcomer, KoF-style edit


  • Philanthropy Belfry - New versions, both Day and Night. Edited from MoTW stage.
  • Czech - New afternoon/rain version. Edited from KoF 2003 stage.
  • Outside the Clock Tower - From KoF Neowave. Day, Night, and Rain versions.
  • Great Wall of China - From KoF 98 UM. Day and Afternoon versions.
  • Korea - From KoF 98 UM. Both Day and Night versions.
  • Japan Temple - New stage, seemingly edited from KoF XI Japan stage.
  • Garden Palace - New stage. Edited from KoF 98 UM stage.
  • Boss Stage - From KoF 96. Normal version and new, edited night version.
  • Secret Lab - Original/Edited stage, serves as a mid-boss stage for the Clone Team, and later as a boss stage for Clone's 9 and 10.
  • Secret Base - Original/Edited stage, serves as the boss stage for Krizalid and Sinobu.
  • Final Palace Ruins - Edited from the previous game's final stage. Serves as the final stage of the game for Element and Puppet Yukino.


Warning: This section of the article contains spoilers for the plot of the game.

Similar to the previous game, there are multiple endings that can be obtained. There are three possible endings: a normal ending, a "story progression" ending of sorts, and the true/"good" ending.

The normal ending is obtained by completing the game with any character other than Kyo Kusanagi, Iori Yagami, or Yukino Ozawa. In this ending, Element remarks that the opposing challenger is strong, although they "can at least do more than that." He states that he'll allow the challenger to live for the time being, and teleports away in a cloud of dust afterwards. The screen fades to black with some text emerging, stating that Element has fled and has hidden his power once more. The scene finishes as the text states that "some things are left unfinished, but will soon be brought to the light."

The "story progression" ending is obtained by beating the game with Yukino. Although utilized as her own ending in the game, it is technically not considered a full ending but rather progressing the story further and leading up to the true ending (see portions of the Storyline section for an outline of Yukino's ending).

The true/"good" ending is obtained by beating the game with either Kyo Kusanagi or Iori Yagami. In this ending, Kyo and Iori have seemingly defeated both Element and the possessed version of Yukino. After their confrontation Iori attempts to charge at Element in order to finish him, but Element hits him and sends him flying into a wall, knocking him out as a result. Element then gets up, seemingly unphased by the damage taken from the previous fight as he grabs Kyo by the neck. Just as he's about to finish Kyo off, Yukino intervenes and grabs Element from behind, forcing him to drop Kyo. Having seemingly regained some form of control, Yukino utilizes all of her power to destroy Element, though at the cost of seemingly destroying herself along with him. The scene transitions to a few months later, where Kyo begins to look back on some of the moments of the brief friendship he had with Yukino. As he walks along, he seems to pass by what could be an apparition of Yukino as the wind blows.

The scene seemingly ends by fading to black with text recaping some of the events, but soon jumps to another cutscene involving Naomi and a new character. Naomi and this new figure (who seems to be her brother, although his name is not initially revealed), begin to go over the previous events and attempt to formulate a plan. Naomi's brother explains that they must release a seal on Naomi's katana, which would unleash a very powerful god-like being of sorts. Naomi initially objects to this, though her brother ensures her that this is the only way to obtain revenge for Gustab's death. Naomi complies shortly afterwards, and teleports off after their discusion. Her brother stays behind and states that "his master" will soon be unleashed. The scene finally ends by fading out and into the ending credits.


The game initially recieved mixed reviews from most agmaers and reviewers. While it gained some praise within the community/forum that it was hosted/released on, it recieved more negative reception in others.

The game was mostly praised for its large selection of playable characters (52 in total, not including bosses), as well as for its selection of stages and the music used in-game. The unlocking features were also found to be a somewhat unique aspect, but most stated that "it got to be annoying" (amongst similar comments) after reaching the process of unlocking extra characters.

The game was panned in other aspects, both major and minor. Some criticism was directed at the screenpack, with some calling it "bland" and "lifeless" due to the lack of colors used in it. Other criticisms formed on the inability to play as boss characters, which was also an initial concern adressed in the first game. The characters' AIs also received wide criticism, being regarded as repetitive and cheap.

The most noticable negative feedback however was in terms of the glitches with the game, as well as the author's outlook on it. Zelgadis at first stated that there would only be one initial release of the game with no bug fixes, updates or patches, as he intended to have the game be "bug free" on the first release. This particular aspect not only drew criticism for the game's long release time, but also in the fact that there were still glitches once it was released. Most have also noted on Zelgadis' attitude towards other things related to the overall project, described as being "immature" when users submitted criticisms or pointed out bugs.

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