Copyright   2005, comic_geek21
All rights reserved

Email: comic_geek21@yahoo.com


USM       TABLE OF CONTENTS                  


1. Introduction
2. Version History

3. Story

4. The Good Guys

5. The Villains

6. Side Missions

7. Walkthrough

8. Secrets

9. Ultimate Landmarks

10. F.A.Q.

11. Acknowledgments

12. Disclaimer

13. Closing


USM        INTRODUCTION                                     


Welcome to my Ultimate Spider-Man guide! This is my very first
walkthrough, so I hope it's helpful!

I began collecting the Ultimate Spider-Man series around 2000. Since
then, I have collected every single  issue and have fallen in love with the
series. Ultimate Spider-Man is an attempt to bring the character into the
21st century. The USM origins are slightly different from their 616
counterparts, but they still keep the same spirit that made the originals so
appealing. The USM stories are meant to bring new readers to the series
as well as appeal to older readers. This makes the Ultimate Spider-Man
comic one of the most popular series of books in the world.

When I heard that Activision and Treyarch were making a game based
on my favorite comic series, I decided  to take the plunge and create a
walkthrough so that everyone could enjoy the game as much as I would.
I hope that you all find this guide helpful. If people like it enough, maybe
I'll do more. Send me feedback!

Also, I am extremely happy that Brian Michael Bendis and Mark Bagley,
the writer and artist of the comic respectively, lent their incredible
talents to the creation of this game. Awsome job guys!

So, read on and enjoy True Believers!


USM        VERSION HISTORY                                       

Version 0.10 (09/25/05)- Walkthrough is up and running! Got first few
chapters done, as well as character bios, side quests and landmarks done. 
I'll have an update up in a couple days, so be patient! And please 
send me questions for my FAQ section!

Version 1.00 (10/01/05)- Whoo! Took me three days, but the
walkthrough is complete! Also added a few more characters, some more
landmarks, and have begun my FAQ section. I'll be adding little doodads
here and there, as well as some add ons for the walkthrough section just
to spice it up. Thanks for the Emails guys, and keep sending me good
questions for my FAQ section!

Version 1.20 (10/02/05)- Updated my FAQ section, as well as what
websites are allowed to post my guide. I am amazed and flattered at
all the Emails I've gotten from people that liked my guide and found
it helpful. Thanks a bunch guys, not bad for my first walkthrough!
Thanks again, and keep sending me your questions!


USM        STORY                                            


Peter Parker and Eddie Brock were once childhood friends. Their
fathers were gifted scientists that committed their life's work to finding
the cure for cancer. To achieve their goal, they created 'The Venom Suit',
a protoplasmic bio-suit capable, in theory, of healing any injury or
disease while enhancing the wearers strength and natural abilities. They
hoped to help the world with their creation, but their employer Trask
Industries, saw the 'Venom Suit' as a powerful military weapon and took
the project away from them. Weeks later, while preparing to take Trask
to court for ownership of their creation, they were killed in a plane crash
under mysterious circumstances. Peter and Eddie were sent to live with
living family members, and contact between them was cut off for many

Fast forward to today. Peter is now 15 and living with his Aunt. He goes
to midtown High School in Queens, works as a web designer at the Daily
Bugle, and has a relationship with Mary Jane Watson. But in between,
he protects New York as the costumed super hero Spider-Man. One day,
while going through his things, he finds an old tape of a reunion between
his family and the Brock's. Remembering his childhood friend Eddie
Brock, he attempts to locate him and discovers he works as a lab
assistant at Empire State University. Meeting up with each other, Peter
and Eddie catch up on old times and rekindle their friendship. Feeling
that he can trust Peter, Eddie brings Peter to the lab, where he introduces
Peter to their inheritance, the 'Venom Suit', which  resides In a beaker
inside a freezer. Eddie explains to Peter how the suit works and
everything that their parents went through in their legal battle with Trask
industries. Feeling enraged at Trask for what they did, Peter decides to
perform his own experiments on the 'suit'. Sneaking into the lab as
Spider-Man, Peter attempts to take a sample, only to have the liquid spill
on his hand. Within moments, he liquid covers his entire body, encasing
him in a black bio-suit. Finding that the suit has increased his strength
and abilities, and that the suit can produce it's own 'webbing', Peter
decides to go on a spree of nightly crime fighting. He is almost
unstoppable, even taking a bullet in the shoulder, only for it to heal
within seconds! But later, when he attempted to stop a robber from
getting away, he lost control and the suit transformed him into a monster
with sharp teeth and a long tongue. Fighting the suit's influence, Peter
discovered that the suit was attempting to devour him. In a last ditch
effort, he flung himself onto some power lines, burning away the suit
and knocking him unconscious. 

After coming to, Peter headed back to the lab to destroy the suit, only to
be caught by Eddie. Peter revealed to Eddie who he is, and what had
happened to him. Peter explained that the suit is dangerous and needs to
be destroyed, which a somber Eddie reluctantly agrees too. After
agreeing to talk more later, Peter takes the beaker to an industrial
furnace, where he drops the beaker down a smokestack, incinerating it.

Meanwhile, back at the lab, Eddie feels angered and betrayed by Peter.
He opens another freezer, and reveals another beaker of the Venom suit.
Eddie willingly puts his hand in the beaker, where the suit overtakes him
and transforms him into the same monster Peter had transformed into,
where he proceeds to murder and absorb a cleaning lady and security
staff. Driven completely mad by the suit, Eddie, now Venom, makes his
way to Peter's high school with the intent to murder him. Facing off on
the football field in the middle of a thunderstorm, Peter, in street clothes
and a hoody, faces off with his former friend. The battle is fierce, and
makes it's way into the city. Venom is clearly stronger than Peter, and
starts off on the offensive. But halfway into the fight, the suit begins
feeding off of Eddie, which weakens him and allows Peter to fight back.
In a last ditch effort, Venom attempts to absorb Peter, who manages to
break free, sending Venom into an electrical pole that snaps one of the
wires. The police show up and begin opening fire on Venom, which has
little effect. As Peter watches from a building, the snapped line strikes
Venom, which lights up the entire area. When the flash cleared, Venom
was gone, with only a smoke cloud in his place. Assuming his friend
dead, Peter attempts to move on with his life.


Peter's life is about to take a turn for the worst. Despite what he believed,
Eddie Brock survived, and is completely possessed by the Suit.
Completely insane and driven by revenge, Venom has returned, and he's
more dangerous than ever. The city now becomes a battleground as two
former friends are turned bitter enemies. Spider-Man now faces the
greatest challenge of his life as he struggles to protect the city from an
enemy that seeks his death, and will stop at nothing to get it.


USM        THE GOOD GUYS                                    


SPIDER-MAN- The bite of a genetically altered spider granted high
school student Peter Parker incredible arachnid-like powers: Strength,
agility, a spider-like sixth sense, and the ability to walk on walls. When a
burglar killed his beloved Uncle Ben, a grief stricken Peter vowed to use
his amazing abilities to protect his fellow man. He learned the invaluable
lesson that with great power comes great responsibility! Now the
fledgling super hero tries to balance a full high school curriculum, a
night job as a web designer for the Daily Bugle tabloid, a relationship
with the beautiful Mary Jane Watson, and swing time as the
misunderstood, web-slinging Spider-Man!

NICK FURY-Nick Fury is S.H.I.E.L.D's top man as well as leader of the
world famous Ultimates, a team of super humans charged with
protecting America from all threats. Fury is not a man to be taken lightly
and should be considered capable of anything if it means getting  the job
done. Fury has made it clear on many occasions that he does not approve
of Peter's Spider-Man hobby and that once Peter is 18, he belongs to
Nick Fury and S.H.I.E.L.D.

MARY JANE WATSON-Mary Jane Watson, aka MJ, or just Mary, is a
beautiful redhead who is good friends with Liz Allan and the on-and-off
girlfriend of Peter Parker. Mary Jane wears simple clothes and wears
little make-up. She was the second person to learn of Peter's secret
identity and the only person who Peter revealed it to. She then took to
being his soul confidant and encouraging him in his role as Spider-Man.  

WOLVERINE-Logan, the mutant also known as Wolverine, is a former
assassin, now a premiere member of the world famous X-Men.
Possessing a mutant healing factor, a skeleton grafted with the
unbreakable alloy Adamantium, and a set of claws coated in the same
metal, and you have one of the most dangerous mutants in the world,
worthy of the former codename 'Weapon X'.   

HUMAN TORCH-Mutagenically transformed by cosmic rays into the 
heroic Human Torch, Johnny Storm is the hothead of the Fantastic Four.
Often impetuous and immature, the Torch has a talent for tormenting his
teammate, The Thing. With the ability to transform into living flame on 
command, which allows him to expel blasts of intense flame, as well as 
the power of flight while 'Flamed On', the Human Torch is always willing 
to lend an assist to Spider-Man, as well as partake in a friendly race every 
now and then!


USM        THE VILLAINS                           


VENOM- Peter's childhood friend Eddie Brock has become the
monstrosity known as Venom. Eddie Brock was your typical college
student with a major in bioengineering. When he discovered his father's
legacy, the "Venom Suit", he called it his inheritance. Little did he know
just how much of an inheritance that would be as Eddie has now become
Venom....  Now consumed and corrupted by the Venom suit, Eddie
prowls the city, out of control and hungry!

ELECTRO-Max Dillon, aka Electro, was created as part of a project to
illegally develop genetically enhanced super humans. After a short stint
as hired muscle for the Kingpin, Wilson Fisk, Electro found himself in
S.H.I.E.L.D custody, from which he has recently escaped....

R.H.I.N.O.-Alex O'Hirn, a former weapons developer for Trask
industries, created the R.H.I.N.O. (Robotism Heuristic Intelligence
Navigable Operative) prototype to operate as an autonomous battlefield
combat unit. After the first R.H.I.N.O. unit's capture and destruction by
Iron Man, O'Hirn decided that his own abilities were greater than that of
any computer intelligence he could design. Therefore, O'Hirn abandoned
the remote control aspect of his design and inserted a cockpit into the
R.H.I.N.O. v2.0

THE BEETLE-Abner Jenkins was a skilled factory mechanic. However,
he had other plans, constructing a sticky-fingered battle suit with flight
capabilities in order to become a master thief. Early run-ins with
Spider-Man and Daredevil convinced him that he needed power as well,
resulting in a sleeker battle suit with more offensive capabilities and
greater strength. Seeking fame, glory, and profit, Abe Jenkins spent
several years as the armored villain called the Beetle.

SILVER SABLE-The woman known as Silver Sable is a mystery. Little
is known about her beyond the fact that her services as a gun for hire are
available only to the wealthiest people on Earth. Despite the fact that she
possesses no Super human abilities, her skills as a marksman, a
swordsman, and extensive knowledge in hand to hand combat make her
more than a match for anyone alive, including Spider-Man.

THE SHOCKER-Herman Shultz aka The Shocker uses vibro-shock
units he invented in an attempt to become a master criminal. Shocker has
been busted by Spider-Man on several occasions. Although his lawyer
keeps getting him freed on technicalities, Shultz is never out of jail for

GREEN GOBLIN-Norman Osborn's corporation was creating the wonder
drug Oz in an attempt to procure government contract work for the super 
soldier program. It was Oz, delivered by way of spider, that granted Peter
Parker his powers. Osborn injected himself with a pure form of Oz after
seeing what the drug did to Parker. However, Osborn ended up as a 
horrible and powerful goblin creature, half insane and obsessed with
destroying Peter Parker. Possessing superhuman strength, a powerful
leaping ability, and the ability to expel fireballs from his hands, the 
Green Goblin remains to this day one of Spider-Man's deadliest

CARNAGE-Curt Connors created a rejuvenating organism using his 
DNA, Peter's DNA, and work stolen from Peter's late father on the 
dreaded 'Venom Suit'. Originally only a sample in a test tube, the fetus
grew into a soulless monster. The result was Carnage, a mindless 
creature that kills to sustain itself. However, Trask industries, has used
the notes of Peter's late father to produce their own version of 'The Suit',
which looks remarkably similar to the original Carnage. Endowing it's 
wearer with superhuman strength, and the ability to regenerate, it is the
perfect weapon.

BOLIVAR TRASK-Trask is the head of Trask Industries, the very 
company that employed the scientist parents of Eddie Brock and
Peter Parker. Trask hopes to graft the Venom Suit, which was
originally meant to be a cure for cancer, into the next major military
weapon. Trask has little compassion for Eddie's predicament and is
more than willing to let him die in order to test the Suit in combat.
Could this man know something about what happened to Peter and
Eddie's parents?


USM        SIDE MISSIONS                          

Ultimate New York is a big place! And if you swing around for a while,
you're gonna notice all sorts of things happening, from people in danger,
to random crimes. These are affectionately referred to as 'City Events'.
Here are all the possible Events that you can partake in. Ahh, a super hero's
work is never done!

INJURED PEOPLE- Let's face it, people are careless. And every now and
then, some doof bumps himself up really bad, and no one is nice enough to
call an ambulance! This IS New York after all! But never fear, Spider-Man
is here! All Spidey needs to do is swing his helpless butt over to the hospital
and set him in the waiting wheelchair. Who needs an ambulance?

FALLING PEOPLE- Why were these idiots on the roof to begin with?
Anyway, when you see someone hanging on for dear life, just crawl to them 
and grab them. Then, it's a simple matter just to swing em to nice, er, hard 
earth. Man, that would have hurt!

MUGGINGS- These people need to carry pepper spray or something, it's
not like someone in multi-colored tights will always save you! Well, when
you see some poor sap getting mugged by one or more people, you know
what to do, slap em around and return the purse/briefcase to the poor
victim. Buy a tazer pal! 

POLICE STANDOFFS- Firing on the police? Oooh, shame on you!
Get in there and kick those doofs in the ding ding!

BURGLARIES- Every now and then, a bunch of people get the 
brilliant idea to rob a store in broad daylight! Well, America's
Dumbest Criminals is on the air for a reason! Spank em all and
web em up for the police, who promptly show up 4 hours later!
Got ta love those police! 

ARMORED CAR ROBBERIES- Wow, robbing an armored car
in broad daylight is so much smarter than robbing a store! Show
these geniuses how smart they really are!

GANG WARS- Bad guys don't get along, it's a rule! So while
they're busy kicking the crap out of each other, get in there and 
pick off the rest! Not exactly noble, but then again, you're the one
running around in red and blue underwear!

SPEEDING CRIMINALS- High speed chases, an action cliche, 
gotta love em! Land on the car and beat the bolts out of it! Watch
out for the bullets being fired at you!

ROAD RAGE- Sometime, some jerk will lose his cool and begin
driving like an even bigger jerk. You could probably try to pull him
over and calm him down, but where's the fun in that? Land on the 
car and teach him what being a jerk will get him!

SUPER POWERED VILLAINS- Poor Shocker, he can't take a hint.
Every now and then, you'll find Shocker, the man who won't stay in
prison, attempting to rob a building. Also, you'll find a super villain
wannabe named Boomerang in his badly designed costume trying the
same thing. Either way, the fate's the same, a royal owning by your
friendly neighborhood Spider-Man!

COMBAT TOURS- These are awsome time wasters! Spread 
throughout New York, are four different gangs. The Yancy Street
Gang, The High Rollers, The Die-Caste, and The Mei Hua Bang.
You can tour the different turfs and lay a massive beat down on 
all these different gangs! That'll teach em for dressing alike!

TRICK RACES- Spread throughout the city, are trick races that test 
your locomotion abilities. Give em a try and see if you are a master
web-swinger, or a big Spider-Ham! (Had to get the reference in there!)

JOHNNY STORM RACES- After you manage to accomplish 5 trick
races, you can swing over to the Baxter Building to challenge the 
Fantastic Four's resident hothead to a race! You can challenge him
after every 5 races in every difficulty category, with each Torch race
becoming harder than the last. But if you manage to beat him, you'll
net a swing speed upgrade every time you beat him! Well worth the 


USM        WALKTHROUGH                            



Character: Peter Parker

Here we go, the beginning of the game! And what a way to start you
off, putting you one on one with Venom! 

Boss Fight: Venom

Difficulty: Tutorial

This is basically a tutorial to familiarize you with Peter/Spider-Man's
controls, so it's not really difficult. Play hit and run with Venom until
you are prompted to lead Venom off the football field. The fight then
spills into the city, where Venom attempts to eat you alive! Alternately 
press L2 and R2 to break free, and go on the attack again. Soon, Venom
will go down in a stream of police gunfire and left for dead, or is he?


Character: Peter Parker/Spider-Man

Three months later, and Pete is still up to his hero gig, but his costume
has a hole in a very unwelcome place! Luckily, Peter's girlfriend, 
Mary Jane, tells Peter that she'll fix it, and to meet her at 'The Place'
to get it. Guide Peter to his house in Queens to retrieve his web shooters
by following the onscreen prompts. When he gets home, he hears over
the radio that Herman Shultz, aka the Shocker is having a standoff with
local police! Web-swing to 'The Place', which is an abandoned warehouse
nearby. There, Peter retrieves his costume from MJ and swings off to face
the Shocker, where he finds him fighting off the police!

Boss Fight: The Shocker

Difficulty: If you can't beat this, put the controller down and go away.

Good old Shocker, still the same loser from the comics! All you have 
to do is web him into shocking himself! Just hold the web button and
watch him light up! Ahhhh, good times!

After dealing with poor Herman, swing over to the next marker,
where you'll find some poor lady getting mugged by some British
thugs, what is this world coming to? Use Spidey's awsome wall
bouncing ability to stick and move with the thugs. Beat them all and 
save the lady, who thanks you by calling you a freak and running away.
You're welcome B****! Once that's done with, swing over to the 
High School roof, where none other than Johnny Storm, the Human Torch 
is waiting for you! He wants to race you through Queens, sounds like fun! 
The race isn't too difficult, just swing through all the markers till you get 
back to the high school roof, and you win!  After that, make sure you 
complete any city requirements in the city events menu, and head to
the green marker on the map to unlock the next chapter.                      


Character: Venom

Despite what Peter believed, Venom is alive and well! And finally, it's
time to play as him! This chapter gets you familiar with all of Venom's
moves. Proceed to all the green markers, following the onscreen prompts
when they appear to do Venom's awsome super leap, as well as his 
powerful combat abilities. After knocking some thugs around, you hear
a familiar annoying voice, "Yay, Balloon!". Argh! It's the balloon kid 
from Spider-Man 2! Time to fulfill everyone's wish, shut that annoying
brat up permanently! (Insert cruel chuckle here)

Here is where we learn Venom's feeding ability! Press L2, and watch
Venom suck that brat into his suit and suck em dry! Muhaha...oh, sorry.
Follow the green markers and continue to dismantle everyone in your 
way until you get to a bar with a lovely motorcycle parked in front.
Grab it and send it through the bar window, where you meet the owner 
of the bike, and he's not to happy.

Boss Fight: Wolverine

Difficulty: It's frickin Wolverine! What do you think?

This battle can be challenging if you try to mix it up with Wolverine 
up close, he'll slice you to ribbons with his claws. The secret, swipe
him from afar with tentacles! Keep the heat on him at all times, feeding
on the puny humans cowering in the corners if you get low on health.
Be careful, as if you feed on Wolverine, he'll claw his way out of you,
causing major damage in the process. After you've caused enough 
damage, a mini-game will initiate where Wolverine try's to stick you
with his claws. Win the mini-game and Venom throws Wolvie through
a wall, where the fight moves into a fighting dojo, how appropriate!
Continue whaling on Wolverine from a distance and you'll win! 
Behold the power of Venom!!


Character: Spider-Man

News reports come in that a Rhinoceros like creature is wrecking
downtown, and it's up to Spider-Man to save the day! You begin
the mission on top of a building surveying the damage. Spidey 
couldn't have said it better, "This hurts already!".Swing forward 
following the onscreen arrow and you'll find a repairman down by a 
telephone pole sprouting electricity everywhere. Grab him and swing 
him to the nearby ambulance and continue on. Next, you get a glimpse
of a store owner pinned under a tv while being robbed by a bunch of 
thugs. Grab the tv, and win the mini-game to free the guy, then go and
beat the snot out of the thugs that robbed him. Continue on and you 
finally catch up to the......thing that has been trashing the city. 
R.H.I.N.O., a giant rhino mech takes one look at Spidey, and swats him 
into a nearby building, what nerve! Chase after him, he's not hard to
miss. He eventually swats a car into a building, with the driver hanging
on for dear life. Grab the driver and swing him to the nearby ambulance
and continue chasing after R.H.I.N.O., whomping any goons that get in
your way until the chase finally ends.


Character: Spider-Man

With nowhere left to run, it's time to throwdown with R.H.I.N.O.!

Boss Fight: R.H.I.N.O.

Difficulty: Easy/Medium

The battle with R.H.I.N.O. takes place in two phases. In the first phase,
you fight him in a construction yard, where he is attempting to rip a giant
fuel tank out of the ground. Can't let him do that, so jump on his back 
and start beating on him like a spaz! Eventually, he'll turn his attention
on you and attempt to super punch you. Get him to follow you over to 
the area of wet cement and trick him into ground punching it. His hand 
will get stuck! Once this happens, use the nearby wrecking ball to send 
R.H.I.N.O. for a ride! Damaged, R.H.I.N.O. hauls it to a nearby used 
car lot. The final stage takes place on the lot, where R.H.I.N.O. begins 
a massive assault. His attacks are mostly ground based, so as long as 
you're jumping when he does them, you won't be hurt. Keep avoiding
his attacks until you see the yellow sparks on his back shut off, then, 
jump on his back and beat on him to cause damage. Make sure to jump 
off before he falls backward or you'll take damage.

When you've reduced his health to 1/3, he'll begin charging at you
head first. Jump over him each time and eventually he'll knock 
himself silly, where the yellow sparks will stop again. Jump on 
his back again and continue whacking him until R.H.I.N.O. finally


Character: Venom

Well, things aren't looking up for Eddie Brock. The Venom suit
is slowly taking over his body, and to make matters worse, a 
mysterious mercenary named Silver Sable is now after him. 
And she's brought a small Merc army with her! Let the games

This mission is mostly made up of defeating Sable's mercenaries
throughout the city, piece of cake! Just follow the on-screen arrow
and defeat all the mercenaries. For major damage, throw cars into
groups of them. Feed on civilians to keep you're strength up, and
just keep up the pressure. After you defeat all the mercenaries,
you win!


Character: Spider-Man

While on a field trip, Peter's Spider Sense starts going crazy. He suits
up and heads for the museum roof, where he finds none other than
Venom waiting for him!

Boss Fight: Venom

Difficulty: Easy/Medium

Due to the effect the Venom suit is having on Spider-Man, you can't
stay close to Venom for more than a few seconds or else Spidey
suffers from a crippling headache that immobilizes him for a moment,
which is more than enough time for Venom to inflict serious damage.
Instead, use hit-and-run tactics against Venom. Jump in, land a few 
quick blows, and jump away before Venom can counter attack. Make 
use of Spider-Man's wall bouncing attacks to inflict maximum damage.
If you stay too close to Venom for to long, he'll attempt to absorb you
into the suit. Win the mini-game to break free and go back on the 
offensive. Keep on the pressure, and you'll be treated to a cutscene of
Silver Sable and her mercenaries capturing Venom while Spider-Man
shockingly looks on.


Character: Venom

Captured by Trask and forced to test the suit under their view, Venom 
is released into the city, where none other than Electro is waiting to
challenge him! This mission is all about chasing Electro and keeping 
up with him, which is easier said than done. Every now and then, he'll
stop to let loose a huge electric field, which will inflict massive damage
on Venom, so stay back when you see him stop. Listen for Electro to say
things like "Top Floor!", or "Going Down!". These are useful hints on 
where Electro is going and will make it easier to keep up with him.
Absorb people when you run low on health and watch for Electro to
make sudden direction changes, as he does it often. Eventually, the 
chase, and the mission will end.


Character: Venom

After knocking Spider-Man out cold, Electro moves in for the kill.
But not if Venom has anything to say about it!

Boss Fight: Electro

Difficulty: Challenging, but in a fun way!

This is easily one of the most fun boss battles in the entire game!
You fight Venom in the middle of Time Square. And there's a catch, 
if you don't keep the pressure on Electro, he'll float over to Spider-Man's
body and fry it, resulting in mission failure. In this phase of the fight, 
Electro is vulnerable to your standard attacks, so wail on him! For
added damage, throw cars at him, as they knock a huge chunk of his
health away. Once again, don't attempt to feed on him, as you'll sustain
massive damage! If you run low on health, just feed on the many people
that are cowering around.

After knocking nearly all of Electro's health away, he'll float to one of
the neon signs above time square and super charge himself, becoming
a being of pure energy! Now is where the fight gets interesting! In his
pure energy form, he can't be hurt. You need to chuck cars at him to 
get him to revert to normal. Luckily, this is Time Square, so there
is a never ending supply of cars to throw! Once he reverts to normal,
he becomes vulnerable to you're attacks again, so whack him until
he becomes energy again. Once his health gets low, he'll recharge 
himself on one of the many signs around the Square. You can prevent
this by destroying all the signs in Time Square. You can accomplish 
this by either throwing cars into the signs, or by super jumping at them 
and punching them. Once that's done, he can't recharge his health 
anymore! Keep throwing cars at him and whacking him when he's 
vulnerable and Electro will drop. Finally, Venom can claim 
Spider-Man for himself! Until S.H.I.E.L.D. shows up and forces him 
to make a hasty retreat.


Character: Spider-Man

Well, it seems that colorfully dressed characters just love New York!
While on patrol, Spidey sees a guy in a silver/pink battlesuit jetting
across the city. Better catch up to him and find out what he's up to!

The chase after Beetle has a couple hazards along the way. When the
chase reaches the Eastside Tunnel, Beetle attempts to crush innocent
bystanders with falling debris. Grab them and swing them to the 
nearby ambulance, then resume the chase. At the end of the tunnel,
Beetle throws an energy field over the exit, blocking your path. Just
crawl up the side of the tunnel and resume the chase. Eventually, he
plows through an office building, setting it on fire and trapping some
poor lady in the middle of the blaze! Grab the lady and swing her to
ground level, where there's an ambulance waiting to drop her off at.

At this point in the chase, Beetle becomes aggressive! As you chase 
him, he tosses up barrier bombs to block your path. Web-swing or
Web-yank yourself over the barriers quickly or else you'll lose him.
Soon he leads you to a skyscraper under construction and the chase
ends with a bang!


Character: Spider-Man

Beetle's tired of running, now he's ready to throwdown! It's gonna
be a slobberknocker folks!

Boss Fight: The Beetle

Difficulty: Medium

This fight can, and will give you a headache if you don't know what
to do. Beetle begins flying around the construction site on top of the 
skyscraper. Due to the fact that he's constantly moving, he's very 
difficult to hit. Be prepared for a long battle.

Beetle likes to zip around the girders while occasionally jetting through
the floor below it. Plus, all his attacks are ranged, and they all hurt a lot!
There are two ways to hit him. First, when he comes within range, jump 
and perform air combos on him, this is the most effective way, but it takes
longer. Second, if you can time it right, wait for him to hover into the 
skyscraper, then use bouncing attacks and combos. If you manage to land
these, they will do serious damage to iron boy! Also, don't be afraid to jump
off the skyscraper and do a flying kick to hit him, just be sure to catch 
yourself with a web-line and pull yourself back to the top and resume the 

And just when you think that you've beat him, when his health is almost
gone, he disappears! Spidey asks a few bystanders if they saw where they
 went, and they all point to a sinister looking building, the Latverian 
Embassy. This just keeps getting better and better!


Character: Venom

In an attempt to lure Spider-Man out into the open, Silver Sable flies
a shackled Eddie Brock into the city as bait, big mistake! Eddie
transforms and the battle is on!

Boss Fight: Silver Sable

Difficulty: Medium/Hard

This is one serious multi-tiered battle! The fight takes place in several
phases, the first puts you one on one with Sable herself! It's not that
difficult to beat her, she's quick, but not that strong. Whack her from
a distance with your tentacles and jump out of the way when she tries
to shoot you. For maximum damage, throw cars at her, she can dodge
them, but throw enough and one or two will hit her, inflicting massive 
damage! Keep up the pressure, feeding on people when you run low 
on health and eventually, Sable will call in reinforcements!

This is when the fun really starts! In order to proceed, you have to start
mangling mercenaries. Once you've killed enough of them, an on-screen
arrow will appear allowing you to run away. Soon, the mercenaries wise
up, and call in attack choppers! You can destroy these with a well placed 
car throw, but chances are you'll take major damage in the process and 
more choppers will take their place, so just run! Beat on the mercenaries,
dodging the chopper fire and eventually, another on-screen arrow will
appear, so run your tushie off! Soon, the choppers will crash, and Venom
will escape! Those who smash and run away, live to smash another day!


Character: Spider-Man

While at his job at the Daily Bugle, Peter's day get's interrupted by none
other than Nick Fury! He tells Peter to stay away from the Latverian 
Embassy, and in pure Spidey fashion, he goes anyway! However, he
soon wishes he had listened as the Green Goblin blows his way out of
the Embassy in a blaze of fire! Geez, a super hero's work is never done!

Green Goblin leads you on a merry chase through the city and you need 
to keep up. Goblin's moves by making massive leaps down the street, and
he loves to keep you guessing by taking left and right turns every couple
of leaps. Plus, to make matters worse, he loves to stop every four or five
leaps and toss fireballs at you. Jump when you see your Spider-Sense 
flash and you'll be fine. Eventually, he decides to knock down a huge 
billboard, which pins three civilians under the rubble! You have to free 
the pinned civilians by winning the lifting mini-game. But there's a catch, 
the entire time you're doing this, Green Goblin is happily chucking 
fireballs at you, and trust me, these hurt! Free the first civilian and get 
ready to dodge the duo of fireballs that come your way. Once you dodge 
them, you should have enough time to free the nest civilian before the next 
fireball duet comes. Once you've freed the last trapped person, Goblin takes 
off again! You won't have to chase him long though, as he decides it'll be 
more fun to finish you once and for all!

Boss Fight: Green Goblin

Difficulty: Medium/Hard

The Green Goblin is one of Spider-Man's greatest adversaries, and he
proves why in this fight! The fight starts on the street, and considering
Gobby is covered in flame, you can't damage him, and considering he
throws fireball after fireball at you, things don't look good!

Luckily, he looks more intimidating than he really is.

Goblin follows a pretty predictable pattern. First, he throws a couple of 
fireballs at you, just jump over these. Then, he likes to leap right at you,
jump right out of the way. Then, he becomes enraged that he can't hit 
you and throws a duo of fireballs at you in quick succession, jump over 
the first one, then double jump over the second. It seems that poor 
Norman has tired himself out! After this barrage, he becomes 
momentarily stunned and he loses his flame covering. Now's the time 
to go Goblin bashing! Take this moment to unleash combo's and bounce 
attacks against him to maximize damage. He recovers after a moment 
and reignites his flame shield. Just rinse and repeat the above pattern 
and eventually, the fight goes indoors!

At this time, Green Goblin uses his most damaging attacks! Luckily, 
they're also easily avoidable. Dodge his fireballs until he starts leaping 
around the room. Be careful, as every time he lands, a wave of flame 
erupts around him. After a couple of leaps, he screams in rage and 
makes one massive jump, this one produces a huge wave of flame! 
Make sure you're jumping before he lands, and you won't be hurt. His
flame shield goes down allowing you to go on the offensive again. 
Repeat this pattern a couple more times and Stormin Norman goes 
down in flames!


Character: Venom

Gee, can't a huge black monster with a big tongue go on a stroll 
without being attacked by a guy in battle armor? Obviously not, as
the Beetle seems to want a sample of the Venom suit, and is willing
to kill Eddie to get it!

The Beetle leads you on a chase over the rooftops, stopping every few 
seconds to fire laser beams at you, what nerve! Just super leap and 
tentacle zip to keep up with him. Try to feed on a few puny humans 
before this short chase ends, you'll need as much health as possible for 
the upcoming battle. Soon, the chase ends and you follow the Beetle 
into a warehouse. Let the battle begin!

Boss Fight: Beetle

Difficulty: Hard

Spidey's earlier tussle with the Beetle was a cake walk compared to this! 
Beetle's playing for keeps this time! Luckily, so is Venom!

The first part of this fight takes place throughout the warehouse, with the 
Beetle flying circles around the area. He loves to pelt the area with grenades 
and laser fire, so keep moving. Every now and then, he floats to the ground 
and starts peppering you with lasers. These hurt, a lot, so close the distance
and start whapping him with tentacle and claw attacks. Every now and then, 
he activates plasma blades on each arm, yikes! When you see these things 
come out, RUN! Don't even think of attacking him in this state, as you will 
take massive damage if he hits you with these things. Soon, he sheaths the 
blades, allowing you to attack him again.

After you've knocked off about half of his health, he activates a huge laser 
cage in the middle of the arena, locking both of you in! To make matters 
worse, a  number of pits line the sides of the arena, doing intense damage 
if you fall in, talk about a death trap! This fight is very difficult, but if 
you follow my method, you'll win. Beetle starts out by hovering over one 
of the pits and activating a  sweeping laser. This is what you do, when you 
see him take position over a pit, position yourself in front of him. As soon
as he activates the laser sweep, do a standing super jump in place. On the 
way down, do a tentacle attack to interrupt the laser attack. At this point, 
he pops those  plasma blades out again, as soon as he does this, do
jumping tentacle attacks to him while he's backed into the corner. You 
should be able to hit him at lease three times before he flies off to another 
pit. Repeat the following steps and Beetle will crash and burn at your feet!
Oh yeah, who da man?!


Character: Peter Parker

Well, this sucks. Silver Sable knows who you are and intends to capture 
and deliver you to Trask! To make matters worse, she's drugged you with
enough tranquilizer to stun a very large horse. Luckily, you're not a horse,
you're Spider-Man!

Boss Fight: Silver Sable

Difficulty: Medium

This fight isn't difficult as it is busy, you've got a lot to do! First, Sable 
flips around shooting her gun at you while her henchmen attack as well. 
Down her goons first, then concentrate on Sable. Unfortunately, you don't 
have your web shooters, so you'll have to rely on your fists. You won't be 
able to get but two or three hits in before she starts counterattacking, so 
use bounce attacks to inflict the most damage. Soon, more goons show 
up. Slap them around before attacking Sable.

When you've reduced almost all her health, she flips you into oncoming 
traffic, where cars begin crashing left and right! Time to play hero again!

Start with the car teetering off the edge of the bridge. Win the mini-game 
to hold it steady, where surprisingly, Sable helps you save the people
trapped inside! You see, Sable was hired to capture you, not kill innocent 
people. Aw, crazy with a heart of gold! Anyway, then proceed to the other 
cars, where you and Sable will help each other to save everyone. Finally,
crawl up the side of the bridge and save the poor guy hanging from
the top.

Now that all the people are safe, Silver Sable feels she can continue with
her current assignment, taking you down! But before either of you have
a chance to act, Venom shows up! Knocking Sable out cold, he scoops
her up and takes off! And guess who has to save her? Geez.


Character: Spider-Man

Peter retrieves his costume and web shooters from Sable's car and takes 
off after Eddie. Considering how familiar you are by now with Venom's 
locomotion, you can probably guess how hard this chase is gonna be! 
Venom  jumps from rooftop to rooftop making very random direction 
changes the entire time. Be prepared for him to drop to ground level and 
leap back up to the rooftops just as quickly. This chase will really test all 
your chase skills up to this point. Eventually, Venom stops at a street 
intersection, where  he drops Sable and turns his attention to you!

Boss Fight: Venom

Difficulty: Medium

This fight is very similar to the 2nd Venom battle, except this time, 
Venom has cars to play with! The first thing he does is throw a car at you! 
Dodge it and start the assault. Use hit and run tactics against Venom so 
that you won't be stunned by a headache. Use bouncing attacks and mix in 
an occasional combo to really pile on the damage. You shouldn't have to 
worry about Sable to much as Venom is really into ending your life! Dodge 
all his attacks and any cars he throws your way and continue the assault and 
Venom will drop. Unfortunately, Spidey finally succumbs to the effects of 
the tranquilizer's and passes out, just as Silver Sable comes to......


Character: Venom

Awaken by the sound of an horrific scream, Eddie wakes up in an energy 
cell inside of Trask Industries. Suddenly, the power goes out, freeing Eddie 
from his cell, but what could've been behind the attack? It doesn't take long 
for the answer to show up!

It seems that while Eddie was out, Trask's scientists discovered that 
remnants of the original Venom suit still resided in Peter's blood. The 
reason for Peter's headaches was because the suit particles inside him want 
to join with the suit Eddie has. To test the theory, Peter is injected with an 
altered sample of the Venom Serum, big mistake! Before the horrified scientists 
eyes, Peter transforms into an altered red version of the suit....Carnage! 
He slaughters all the scientists and causes power to short in the building. 
The creature that Peter has become now stands before Eddie.

It has now come to this, two people joined by their father's legacy 
face to face. The time has come, brother vs brother, Eddie vs Peter,


Boss Fight: Carnage

Difficulty: Hard

The fight begins inside the room where Eddie was being held, which is 
nice and open. Carnage is the perfect blend of Spider-Man's agility and 
Venom's strength. In other word's, prepare for a very long fight!

Carnage has a number of attacks he will use, all of which are 
extremely hard to avoid. At different points of the fight, you'll see him 
stand in place with tentacles flailing. When you see this, jump away, as 
he's about to do a massive area effect move. By now, you're used to going 
all out with Venom. In this fight, you need to fight Spider-Man style, 
hit and run. Use tentacle attacks from a distance to knock Carnage down, 
then close in and use punch and claw attacks to inflict the most damage. 
Also, if you can, grab Carnage and throw him if you need a breather.

Eventually, Carnage forces open the door and escapes to the next room,
where he begins healing his health! Pry open the door by winning the 
mini-game and proceed into the next room, where Carnage squirms 
through another door into the next room, once again healing his health! 
It's worth noting, that the Carnage suit does not feed off of Peter, while 
the Venom suit will feed off of you, so make sure to feed on the many 
scientists and police  officers that are all over the place when you run low 
on health.

Win the mini-game and force open the next door, where you'll find 
yourself fighting Carnage inside a long hallway filled with police. These 
police will be shooting at both of you, and the damage can add up, so feed 
on all the police during this phase of the fight. Be sure that you throw 
Carnage before you feed on anyone, as you will be vulnerable while you're 
feeding and Carnage will hurt you. Eventually, Carnage will squirm through 
the next door. Mini-game your way through it and you'll find yourself in a 
massive room filled with big throwable objects, perfect!

Continue fighting Carnage inside this room, feeding on the scattered
scientists if you run low on health. Be sure to keep the pressure on Carnage,
as if given the chance, he'll leap to a far corner of the room and begin
regenerating health! When given the chance, throw one of the objects in the
room at him, as it'll inflict massive damage. Continue the onslaught and
eventually, Carnage will drop.


Character: Spider-Man

Having defeated Carnage, Venom absorbs the Carnage suit, freeing Peter, 
while absorbing the suit particles in Peter's blood. Having finally done so, 
Eddie gains complete control over the Venom suit, as well as acquiring the 
white spider logo that Peter's version of the suit possessed. Finally complete,
Venom sets off to settle things with Trask.

Spider-Man corners Trask in his office, demanding to know what happened
to he and Eddie's fathers. But before Trask can give Spider-Man the file on
their parents, Venom crashes in, literally.

Trask attempts to escape in his helicopter, but realizes that he has no clue
how to fly it. Venom appears, Spider-Man appears, and the final battle is on!

Boss Fight: Venom

Difficulty: Hard

During this fight, Venom will be wailing away at the chopper that Trask has 
locked himself in, with the intent of pushing it over the edge. Now, 
considering how evil Trask is, I can applaud this, but Trask still has the file 
on Peter and Eddie's parents with him, so we can't let him go over the edge!

This fight takes place on top of the roof with a helipad, where Trask's
chopper is being inched toward the edge by Venom. To make matters worse,
the blades of the chopper are spinning, meaning if you jump up to close to the
chopper, you will get hurt. While Venom is preoccupied with the chopper,
you have the chance to get some free hits in on Venom, so use the chopper to
bounce and combo Venom to maximize damage. When Venom turns his
attention towards you, get away from the chopper so you have room to
maneuver. Unlike previous Venom battles, Venom will not be knocked off
balance by your onslaught, which means that you'll only be able to hit him
once or twice before he slaps you silly. Stick and move with Venom, using
jumping attacks and bounce attacks whenever possible to inflict the most
damage. If he manages to knock you off the roof, swing yourself back up and
get back into the fight. Whenever he starts attacking the chopper, get in as
many free hits as possible before he counterattacks.

Once you've reduced Venom's health to about 1/3, the entire roof goes up in 
flames, trapping you on the helipad with Venom and the chopper. This part 
of the fight can be dangerous due to the lack of room to maneuver and the 
chopper's spinning blades. Use the chopper for bounce attacks and try to stick 
and move as much as possible. Eventually, Venom will drop and you will

Peter finally discovers how his parents died while S.H.I.E.L.D. shows up to 
arrest Trask. Peter feels that Eddie deserves to see the file for himself, but 
Eddie is nowhere to be found....

Congratulations!! You've beaten Ultimate Spider-Man!! See the ending for 
yourself to see what happened to Peter and Eddie's parents as well as what
happens to Bolivar Trask!       





There is a decent assortment of things to unlock, from comic covers, 
to costumes! Here is a list of unlockables that you can find, as well
as how to unlock them.

Comic covers-USM # 1-75: Finding all 75 comic tokens.

Concept Art: You get new concept art after beating each chapter in
story mode.

Landmarks: You unlock 15 landmark artworks when you find all the 
landmark tokens 


Spidey Wrestling: Complete 30 city events, and find 30 tokens to
unlock this webless outfit..

Peter Parker: Complete 50 city events, find 50 tokens, and beat the
4th Johnny Storm race to unlock Pete in his 'Nerd Clothes'.

Parker Hoodie: Complete 75 city events, find 75 tokens, and 
complete 32 combat tours to unlock Peter wearing his fab hoodie.

Arachnoman: Complete 90 city events, find 90 tokens, and
complete 48 combat tours to unlock this fruity looking Spidey

Black Costume: Complete 100 city events, find all 190 tokens,
and complete 36 combat tours to unlock the coolest costume
of all!




If you swing around New York long enough, you're bound to notice
several landmarks that fans of the Ultimate comic books will recognize
right away. But for the newbie friendly, here are a few.

MIDTOWN SENIOR HIGH- This is Peter Parker's school. It's not easy
to keep those grades up when people with metal octopus arms keep 
wrecking the city, ya know?!

BAXTER BUILDING- This is the home of the world famous 
Fantastic Four. It's, um, really shiny. 

THE PARKER HOME- This is where Peter and his Aunt live in
Queens. Nothing fancy, but it's a place to hang his hat....or mask.

LATVERIAN EMBASSY- This is where Dr. Doom likes to hang
when he's not ruling over Latveria with an iron fist. (Pun intended)

DAILY BUGLE- This is where Peter works as a web designer.
Get it? Spider? Web designer? Do you ge....oh shut up.

STATUE OF LIBERTY- How could you have any version of 
New York be without the Statue of Liberty? My thoughts

PARK CASTLE- It's...um...a castle. And it's in...y'know....the park.

QUEENSBOROUGH BRIDGE- Ah yes, the very bridge that the 
Green Goblin chucked Mary Jane off of just to get to Peter. Ahh, 
what memories!

EMPIRE STATE BUILDING- Dude, seriously, if you don't know 
what the Empire State Building is, you need to go back to school!

DOCTOR STRANGE'S SANCTUM- This is where Ultimate U's 
'Sorcerer to the Stars' hangs his cape. His house looks...Strange.
(Pun fully intended)

TRASK INDUSTRIES- Yep, the evil expensive looking building 
where Bolivar Trask concentrates his efforts of turning Peter and 
Eddie's father's work into a horrific weapon. Hmm, I guess crime
really does pay! 


USM      F.A.Q.


Q: What is the Ultimate Universe?

A: The Ultimate Universe is basically a modern re-imagining of the 
Classic Marvel Universe. It retains the spirit of Classic Marvel while
re-inventing most of the origins. In the Ultimate Universe, Peter Parker
is still 15 years old, and instead of being a photographer, he maintains
the Daily Bugle website.

While most of the origins are very similar to their classic origins, some
are drastically different. The Ultimate version of the Green Goblin isn't 
a guy in a costume with a glider, he's an actual goblin monster.
And for Ultimate Venom, instead of the suit being an alien symbiote,
it's a man-made organism designed to cure cancer, but went horribly

The Ultimate Universe does put off most Classic Marvel fans. But
for those with an open mind, like myself, it's a wonderfully fresh
take on characters I've grown up with.

Q: Is this game worth renting or buying?

A: Nether! Why are you reading this? Run away!!!

Ha Ha, but seriously, with the excellent main story, all the different
side quests, and all the extra costumes to unlock, and you're lookin 
at 36-40 hours of gameplay with lots of replayability. In other words,
this game is most definitely worth buying, especially if you're a fan
of the comic series.

Q: I've done everything necessary to unlock the costumes, why
don't I have them?

A: Unfortunately, it appears that you can only unlock the costumes
after you beat the game. It's kind of a bummer, but they're still cool!

Q: Can you get to the Statue of Liberty in the game?

A: I've tried, but I've failed miserably. It seems that there is an 
invisible barrier with the 'Area Unavailable' message preventing
you from reaching it. Oh well.




I want to humbly thank the following people:

Activision and Treyarch for making this awsome game!

ultimatespidermangame.com for the character bios.

Brian Michael Bendis and Mark Bagley, you guys rock! Keep pumping
out those awesome stories I love so much!

My mother, who taught me how to love life and believed in me no
matter what. God rest her soul.

Everyone on the Gamefaqs Ultimate Spider-Man Message Board, for
their great ideas and for their friendship. Thanks again guys!

Caffeine and sugar, which were instrumental in helping me complete this

And of course, Spider-Man, who continues to bring joy and hope to
people all over the world.

I love you web-head! 



Copyright   2005, comic_geek21

All rights reserved.

Email: comic_geek21@yahoo.com

These are the sites that have my permission to use this guide.






That's it! This guide may not be used or reproduced in any way, shape, or
form on any other site without my permission. Use of this guide without
my consent on any web site, or public display is prohibited, and a
violation of copyright.

I"m serious! If this guide is found used or reproduced on any site other
than the ones I have posted without permission, I will take legal
action.....after I set you on fire.

If you desire to use my guide, Email me at the address at the top of this
disclaimer. As long as you ask, and agree not to alter this guide or this
disclaimer, I would be more than happy to let you use it. All you have to
do is ask!

Also, I would appreciate feedback from anyone that found this
walkthrough helpful, as well as questions for my F.A.Q. section. Also, if
anyone has any helpful comments or pointers to help improve this guide,
by all means, send it to me. I'll give credit where credit is due and post
your name in my Acknowledgments section.

Also, I will not respond to any hate mail or threatening messages. My
mother always said "If you can't say anything nice, then you're ignorant,
shut up!".

I hope to hear from all of you soon!



It was a long journey for me, but I did it! 

I hope you found this guide helpful. I put a lot of heart and imagination into
it and I look forward to your feedback! Hopefully, you all enjoyed it, and if 
I hear enough feedback, maybe I'll do more walkthroughs.

Feedback and Frequently Asked Questions are much looked forward too.
Send all to comic_geek21@yahoo.com 

Well, that's it! You're done! Why are you still reading? Go outside and play 
or something!

See ya later True Believers!