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!