%% Venom, Carnage, and Steel Spider images selected per Image Pickin' thread:
%% http://tvtropes.org/pmwiki/posts.php?discussion=1373232683016789700
%% Please do not remove or replace these (or any others) without starting a new thread.
%% Spoilering trope names and completely spoiling examples goes against wiki policy.
%%
Character sheet for the ''WesternAnimation/{{Ultimate Spider-Man}}'' animated series.

----
[[foldercontrol]]

[[folder:Spider-Man's team]]

!Peter Parker/Franchise/SpiderMan
[[quoteright:319:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Spider-Man_animated_Series_Disney_XD_11_485.jpg]]
[[caption-width-right:319:]]
[[quoteright:346:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Spider-Man_Animated_4857.jpg]]
[[caption-width-right:346: I'm Peter Parker, The Ultimate Spider-Man!]]
->Voiced by: Creator/DrakeBell

* ArbitrarySkepticism: Due to his being a science major, he first resists the idea that magic exists when he teams up with Dr. Strange.
* AdaptationalComicRelief
* AlliterativeName: As Peter Parker.
* AnimalThemedSuperbeing: Spider, as usual.
* AscendedFanboy: He's a big fan of ComicBook/IronMan.
* {{Badass}}
** BadassBookworm: Though it's shown less often than in other versions, this Peter Parker still possesses advanced scientific knowledge and will prove very adept at applying it once he stops acting immaturely. His teammates actually are surprised when they learn about this.
** CrouchingMoronHiddenBadass: This version of Spider-Man is less experienced, less responsible and much more of a goofball than his comic or previous animated counterpart, but can still show a fair degree of competence when the situation calls for it.
** TookALevelInBadass: Admittedly, he has improved visibly by the first season finale; he goes from having difficulties with Batroc the Leaper to [[spoiler:proving a decent opponent against Octavius, and later the combined forces of Green Goblin and Venom.]] By Season 2, he can hold his own against the Sinister Six--an impressive feat for any Spider-Man.
* BalefulPolymorph: Gets turned into Spider-Ham for an Asgardian Boar Hunt thanks to Loki's trickery.
* BerserkButton: Hurt anyone in front of Spidey and he'll get mad. ''Especially'' if you hurt his teammates.
* BreakingTheFourthWall: He does this to explain a situation or what his state of mind is (in a What-Makes-Spidey-Run moment).
* BuffySpeak: Lapses into this occasionally.
* ButtMonkey
* CelibateHero: A notable departure from his comic book incarnation, this version of Spider-Man seems to be uninterested in developing romantic relationships; the only two girls amongst his friends (White Tiger and Mary-Jane) have completely platonic relationships with him. A flashback reveals he and Mary-Jane ''did'' try to date as kids, only to be grossed out by their first kiss and never try it again.
* CloudCuckoolander
* ComesGreatResponsibility
* DeadpanSnarker
* DudeWheresMyRespect: Aside from the constant belittling from his team and Nick Fury, Star-Lord commented that among the mightiest or most recognizable heroes of Earth, Spider-Man is near the bottom of the list (Just under Devil Dinosaur and HowardTheDuck)
* DitzyGenius: Considering the number of {{Imagine Spot}}s he has each episode, he falls into this.
* FourthWallObserver
* FreakyFridayFlip: Seems to be a victim of this since he got his mind stuck in Wolverine's and Hulk's [[spoiler:and even Loki's]] bodies for a while.
* FunPersonified
* TheHero
* HeroWithBadPublicity: As always mostly due to the negative PR campaign by J. Jonah Jameson. It reaches a point that it's lampshaded by Batroc the Leaper as he mocks him.
-->'''Batroc:''' "''I'm'' the one who robbed the bank, yet ''you're'' the one they all hate."
** [[spoiler:The beginning of Season 3 ''finally'' averts this. Spidey joining and becoming a successful Avenger results in the general populace of New York loving him. Even Loki's scheme to tarnish Spidey's popularity doesn't really work, as is noted in the beginning of the third episode. Of course, J. Jonah still doesn't agree and is still slandering his name, but it doesn't seem to have the same sway as before. Said popularity has also seemed to have brought many other would-be teen vigilantes out of the woodwork.]]
* InkSuitActor: Peter Parker is modeled after Drake Bell, who voices him.
* InsistentTerminology: Spidey would like to remind his adversaries that spiders are ''not'' bugs, they're ''arachnids''!
* IShallTauntYou: Spidey's preferred tactic. This also [[spoiler: ends up being the "weapon" Eitri referred to when Spidey uses it to bruise Loki's ego and defeat him in "Field Trip".]]
* IWorkAlone: This version of Spidey is almost fanatically averse to being part of a team at the start. It's also clear that he feels threatened by the presence of other heroes in his normal life. Possibly a MythologyGag to the mainstream version's notoriously bad record with teamwork early in his career.
* FragileSpeedster
* MrImagination: Sometimes an ImagineSpot Spidey has allows him to run wild.
* MyGreatestFailure: Averted. While Peter acknowledges Uncle Ben's death was his fault, he points out that he learned from his mistakes and turned that tragedy into something special by becoming Spider-Man.
* NobodyCallsMeChicken: Loki taunts Peter when he's on the Helicarrier, hinting since everyone else is fighting his battles for him, perhaps a chicken was a more appropriate form for him than a pig.
** Which then gets Peter determined, man or pig, that he wasn't going to have any more fought for him come what may.
* NoRespectGuy: Played straight in almost every episode, but eventually subverted in "Run Pig Run". For all the HeroWithBadPublicity bits Jameson's used against him, Spidey's humbled when he sees how far Fury, Coulson, Thor and his team are going to keep him safe from the hunters.
** BeCarefulWhatYouWishFor: How Loki described the situation, though adding, "you never know who might be nearby!"
* OnlySaneMan: Depending of the episode, but he has his moments. He realizes something is wrong inside Damage Control while most of his teammates decide to just keep working.
* PoweredArmor: His Iron Spider outfit, which he leaves in SHIELD custody most of the time so that he doesn't let it go to his head.
* RookieRedRanger: [[PlayingWithATrope Toyed with]]. Spidey is the newest member of S.H.I.E.L.D and lacks the others' discipline, but he's been a hero longer and has first hand experience in how to act when fighting threats. The first few episodes make it clear that he's generally more competent than the rest, but that his ''laissez-faire'' attitude is in itself a threat that the rest of the team curbs.
* SadClown: [[spoiler:Eitri says the reason he's always cracking jokes is to protect himself from an unkind world.]]
* StreetSmart: One of the reasons why Fury integrated him to the team; he felt that unlike the others, Spider-Man had actual experience and as such, was suited to complete the team.
* TheGadFly
* [[spoiler: SuperPoweredEvilSide: Is transformed into Carnage when Norman Osborn bonds the Venom symbiote to him.]]
* TheTrickster: [[spoiler:Manages to fool Loki, the ''the god of mischief'', into turning Thor back from a frog and into his normal form.]]
* StrongAsTheyNeedToBe: In some chapters he can't beat a Badass Normal, in others he defeat to superhumans.
* YouFightLikeACow
* WallCrawling: A staple for Spidey.
* WildCard: Agent Coulson calls Spidey this in an attempt to keep Fury from signing Spidey up; Fury says that's he's training Spider-Man to be one of the greats.

!Danny Rand[=/=]IronFist
[[quoteright:346:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Iron_Fist_6207.jpg]]
[[caption-width-right:346: A dull blade can make an excellent hammer.]]
->Voiced by: Creator/GregCipes

* ArrogantKungFuGuy: Averted; he's actually the least presumptuous male in the team.
* {{Badass}}: Killed a dragon with his bare hands to gain his powers.
* BashBrothers: With Luke Cage, according to WordOfGod.
* BewareTheNiceOnes[=/=]BewareTheQuietOnes
* CallingYourAttacks: At times.
* ChestInsignia: The only one with one besides Spider-Man.
* [[spoiler:DefectorFromDecadence: Left Rand Industries to study in K'un-L'un]].
* FastballSpecial: The "Ball" thrown by Luke.
* HiddenDepths: A couple of very brief instances seem to hint at Danny being a film buff; in a cutaway gag he takes the team to see a 3D movie as "training" and mentions getting a [[{{Gamera}} giant turtle]] or [[{{Mothra}} butterfly]] to fight a kaiju sized villain.
* {{Koan}}: Likes to say these. Even quotes Shakespeare. Borders on IceCreamKoan at times, as Peter finds them incomprehensible.
* KiAttacks
* MartialPacifist
* MegatonPunch
* MidSeasonUpgrade: Gains ''another'' Iron Fist in his focus episode.
* NiceGuy: Compared to the rest of the team, he's almost obscenely polite.
* PowerGlows: His chi punch.
* [[spoiler:SecretlyWealthy: However, it's implied that he gave all that up. See DefectorFromDecadence above.]]
* TheSmartGuy: In the philosophical sense.
* SpockSpeak
* SurferDude: Got the accent down, but doesn't use the slang.
* TheStoic: Danny's the only member of the team who ''never'' loses his cool.
* WarriorPoet: As befitting his [[Franchise/StarWars Jedi]]-esque personality.

!Ava Ayala[=/=]ComicBook/WhiteTiger
[[quoteright:346:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_White_Tiger_5705.jpg]]
[[caption-width-right:346: I always have to stay so disciplined, to keep the tiger in check.]]
->Voiced by: Caitlyn Taylor Love

* ActionGirl
* AloofDarkHairedGirl
* AmuletOfConcentratedAwesome: Her Tiger Amulet. Though she still is an acceptable BadassNormal even without it.
* AnimalThemedSuperbeing: The white tiger, obviously.
* [[AscendedFanboy Ascended Fangirl]]: Of S.H.I.E.L.D.
* BadassBookworm
* TheBeastmaster: At least with white tigers.
* ByTheBookCop: She's clearly annoyed by Spider-Man's habit to skip training and working alone, believing more in SHIELD's practices.
* CatGirl
* TheChick: Often plays (rather reluctantly) the TeamMom role for the group, especially when [[HeadbuttingHeroes Nova and Spider-Man are at each other's throats]].
* CovertPervert: Despite all of her seriousness about studying, she seems to enjoy reading romance novels that are covered up by a textbook cover.
* DeadpanSnarker
* DefrostingIceQueen: For most of Season 1, she's the least respectful to Peter right after Nova, constantly criticizing his lack of discipline and calling him an idiot. Comes ''Kraven the Hunter'', she finds out they're NotSoDifferent, warms up to him and even ends up [[CrowningMomentOfHeartwarming hugging him at the end of the episode]].
* [[spoiler:DisappearedDad: Her father was killed by Kraven.]]
* FacialMarkings: As the Tiger amulet starts to take over she gets black markings around her mask's eyes.
* FemmeFatalons: Her fingernails are sharp enough to rip curtains.
* IAteWhat: "Tell me this is spaghetti sauce..." [[spoiler: [[SubvertedTrope It is]].]]
* InsultBackfire: She tries to insult Peter by stating he has only a 98% GPA. Which is probably still one of the top ranks at the school and quite impressive with his Superheroing.
* LegacyCharacter: Her father and grandfather were the previous White Tigers.
* NotAMorningPerson: Growls and slashes the curtains when she gets up, though this is mainly due to the Tiger Amulet's influence over her.
* NotSoAboveItAll: Joins in on skipping the snow day training without complaining, and is shown to read [[CovertPervert romance novels]] while pretending to study.
* RunningOnAllFours: Is capable of doing this to get around.
* SpicyLatina
* SuperpoweredEvilSide: The Tiger Amulet constantly tries to overwhelm her human side, and the more she gives in to it the more vicious and cat-like she becomes.
* TeamMom
* TwoferTokenMinority
* {{Tsundere}}
* MyInstinctsAreShowing: During the episode ''Kraven the Hunter'', due to the jungle music Kraven played her amulet was making her act more like a cat; growling, hissing, scratching, and attacking a person in a mouse costume. Near the end of the episode, she purred when she hugged Spidey. Subsequent episodes show her embracing her animal side a bit more, including running on all fours and roaring as she attacks.
* WolverineClaws: Her gloves have razor-sharp talons.
* WomenAreWiser: When the others attempt to go capture Dr. Doom, she is the only one trying to stop them. (Spidey was partially aware of it, but chose to still go anyway).

!Luke Cage[=/=][[LukeCageHeroForHire Power Man]]
[[quoteright:346:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Power_Man_8836.jpg]]
[[caption-width-right:346: Everyone else gets code-names. I'm Power Man.]]
->Voiced by: Ogie Banks

* BashBrothers: With Iron Fist, according to WordOfGod.
* BlackBestFriend: To Iron Fist.
* TheBigGuy
* BigEater: His idea of "training" is to fill one's face with spaghetti, although he does seem to record his calories.
* CatchPhrase: "Sweet Christmas" from the comics, although he doesn't use it until Episode 17.
* CoolShades
* FastballSpecial: With Danny as ball.
* GeniusBruiser: Not as smart as Spidey, but he still has some level of intelligence.
* TheHeart: Though [[InformedAttribute it's never shown in the show; we only know it from the writers.]]
* InformedAbility: He supposedly has unbreakable skin like his comic counterpart. Yet at several point, he has been hurt by characters with no specifically superhuman strength.
** Which makes sense, as while he has unbreakable skin, it doesn't mean he can't feel pain. Though he still has a form of durability as a secondary requirement power, it's not as powerful as his mainstream comic counterpart.
* JerkWithAHeartOfGold: He still has moments of being a jerk with Spidey or mocking him, but is also the one who displays a softer side the most often right after Iron Fist. Also, [[ChronicHeroSyndrome his worst fear is not being strong enough to save everybody]].
* MidSeasonUpgrade: Implied to gain one in "The Parent Trap", [[spoiler: following the explosion of unstable super soldier serum enhanced Scorpio, his eyes glow with the same color]].
* NighInvulnerability
* RealMenWearPink: He does a CucumberFacial at one point.

!Sam Alexander[=/=]ComicBook/{{Nova}}
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Nova_426.jpg]]
[[caption-width-right:320:]]
->Voiced by: Logan Miller

* AmbiguouslyBrown: His features are lighter than Luke and Ava, but darker than Danny and Peter. In the comics he's half Hispanic and half Caucasian.
* BookDumb: Implied; he's apparently a failure at science lessons, mistakes "Classified" as "Classy" and doesn't know what the Bermuda Triangle is. In one episode, he even draws a new suit for himself during history lessons about Loki, arguing those lessons will never be of any use anyway.
** GenreBlind: Yes, because Norse Mythology will never be of use to a Superhero when ''one of the big three heroes is a Norse god''. Yeah.
* ChewToy: Anything not happening to Spidey happens to him, and it's usually by his own doing.
* DeadpanSnarker
* FlyingFirepower
* HiddenDepths: Brings Aunt May a flower and offers his help with the chore schedule [[spoiler:to make up for staying in her house.]] The second season shows him as an excellent cook.
* {{Hypocrite}}: In "Damage", he complains about Fury leaving them in charge with helping Damage Control repair the city. Then White Tiger remains him that he's in charge of leading the operation... and he immediately starts abusing his power to be bossy toward them.
* {{Jerkass}}: Mostly to Spidey, but there have been instances where he's been obnoxious toward the others too.
** JerkWithAHeartOfGold: Still, he does have his moments where he shows that he cares about the team, and is polite to Aunt May.
* {{Keet}}
* KidAppealCharacter: He's quite popular with younger viewers.
* TheLancer: Shares the role with White Tiger.
* LeeroyJenkins
* MidSeasonUpgrade: Gets this in the special
* PowerGlows: His hands do this when he's in flight mode.
* TheRival: Spider-Man has problems with all his teammates, but Nova is the only one who is openly hostile toward him, and the two are constantly arguing and insulting each others.
* SmartBall: Despite his usual hot-headed and impulsive attitude, even he notices there is something wrong about Sandy when they meet him and assumes (rightly) that trying to go after him is a bad idea.
* SuicidalOverconfidence: Thinks making smoothies with ''liquid nitrogen'' is a capital idea, was the one who chose ''SelfDemonstrating/DoctorDoom'' as a target to capture to impress Fury, and some of his LeeroyJenkins moments certainly count.
* TeamChef: When the team temporarily moves in with Peter.
* TookALevelInKindness: In Season 2. It's largely due to Aunt May.
* [[spoiler: WhyDidItHaveToBeSnakes: Bunnies. THE EYES!!! THOSE HORRIBLE BIG EYES!!! AND THOSE FLOPPY EARS!!!]]

[[/folder]]

[[folder:SHIELD]]

!NickFury
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Nicholas_Fury_4830.jpg]]
[[caption-width-right:320:This isn't my first rodeo.]]
->Voiced by: Chi [=McBride=]

* {{Badass}}
** BadassBeard
** BadassInCharge: Of SHIELD.
** BadassLongcoat
** BadassNormal: Spidey refers to him as a "Super-Spy".
** BadassInDistress: In "For An Eye".
* BaldBlackLeaderGuy
* BaldOfAwesome
* CainAndAbel: The Abel to [[spoiler:Max's Cain.]]
* TheComicallySerious: Several times. Sort of unavoidable when interacting with Spider-Man.
* CrazyPrepared: [[spoiler:He has a communication device hidden in his eyepatch that he can somehow activate without his hands in case he gets captured.]]
* CreateYourOwnVillain: Several villains in this show (Taskmaster, [[spoiler:Scorpio, and Sandman]], to give some examples) would apparently never have become villains in the first place if not for Fury.
* DaChief
* {{Expy}}: Let's see. He pulls off a StealthHiBye, is CrazyPrepared, and is a BadassNormal. [[Franchise/{{Batman}} Remind you of anyone?]]
* EyepatchOfPower
* MeanBoss: Some of his actions to form Spider-Man and his teammates can be quite abusive.
* TheMentor: To Spider-Man and his team.
* Creator/SamuelLJackson: Not the voice actor, but his appearance is based on the Ultimate comics and Marvel Cinematic Universe versions, who are based on and played by him respectively.
* StealthHiBye: Does this in his first appearance.

!Agent PhilCoulson
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Phil_Coulson_6141.jpg]]
[[caption-width-right:320: I'm an agent of SHIELD and a New York high school principal. Of course I can handle it.]]
->Voiced by: Clark Gregg

* {{Adorkable}}
* ArchEnemy: The Beetle considers him this and Taskmaster doesn't seem too fond of him either, though that's mainly because he's Fury's right-hand man.
* AscendedFanboy: Confirmed that he's still a hardcore Captain America fanboy in this universe. [[spoiler: He even wears a replica uniform under his suit]].
* BadassNormal: He can hold his own in a fight against the Beetle's WalkingArmory PoweredArmor...using nothing more than a steel pipe. It's very obvious that this version of Coulson is a field agent, not a desk jockey.
** BadassInANiceSuit
* BecomingTheMask / GoingNative: He starts taking his role as Acting Principal a little too seriously for Fury's liking.
** SkewedPriorities: Request SHIELD legal support for ... meatloaf.
* CanonImmigrant
* DeadpanSnarker
* DistressedDude: When he was captured by Taskmaster.
* IKnowKungFu: He's a black belt in jujitsu, karate, and kung-fu.
* LetsGetDangerous: "Run Pig Run" shows him combining his SHIELD and Principal roles. He does basically the same thing when the Green Goblin attacks the school in "The Rise of the Goblin".
--> '''Agent Coulson:''' I'm a SHIELD agent. ''And'' a principal at a New York public high school. (Degrees on wall slide to show [[MoreDakka an armory of guns.]] Coulson takes one and cocks it.) '''Of course''' I can handle it.
** PapaWolf: He is responsible for the safety of many students at Peter's high school. When the Asgardian hunters threaten their safety, he will ''not'' let them be hurt.
** GunsAkimbo: How he shows the Hunters he means this at the school.
* TheProfessor
* SkewedPriorities: He's gotten too into the role of school principal as opposed his actual job as secret agent.
-->'''Coulson''': I need the full power of S.H.I.E.L.D.'s legal team STAT. We need to limit how much actual meat you need to legally call something "meatloaf". We could save the [school] budget, man!
-->'''Fury''': Coulson, we need to talk priorities.
* WolverinePublicity: The only way to explain the use of a character from the Avengers movie in a ''Spider-Man'' show.

!Drs Walter and Amanda [[spoiler:Cage]]
->Voiced by: Ogie Banks (Walter)

* BlackAndNerdy
* TheDogBitesBack
* [[IHaveYourWife I Have Your Son]]: [[spoiler: The Cages work for Scorpio because they believed he had Luke held hostage somewhere and would only give him back if they complied. Subverted, as he never actually had him.]]
* JockDadNerdSon: [[spoiler:Inverted. Walter is a scientist while his son Luke is a superhero who relies on super-strength and physicality for his heroics.]]
* MamaBear
* [[spoiler:ParentalAbandonment]]: [[spoiler: Walter and Amanda presumably died in a plane explosion, 'orphaning' Luke, only for it to turn out that they were kidnapped by Scorpio to work on a super-soldier formula for him.]]
* [[spoiler:ParentalBetrayal]]: Subverted.
* [[spoiler:ParentsKnowTheirChildren]]: [[spoiler: Averted, as they don't recognise Luke as their son at first until much later; also justified in that Luke's appearance changed considerably between the time they last saw him and after he took their formula.]]
* PairTheSmartOnes
* PapaWolf
* ReluctantMadScientist: [[spoiler: The Cages are SHIELD scientists kidnapped by Scorpio to develop a super-soldier serum for his use.]]
* TheSmartGuy: Two of SHIELD's top scientists.
* SpyCouple: Well, spy scientists, at least.
* TwoferTokenMinority: Amanda.

!The Howling Commandos
A badass group of monsters.

* CharacterAsHimself: According to the end credits, the Invisible Man voices himself.
* {{Dhampyr}}: Blade, A former member.
* FrankensteinsMonster
* InvisibleMan: Max, The Invisible Man.
* {{Mummy}}: N'Kantu, The Living Mummy.
* OurWerewolvesAreDifferent: Jack Russell, ComicBook/WerewolfByNight.
* PlantPerson: Man-Thing.
* [[spoiler:TheStarscream: After Spider-Man and the Howling Commandos defeat Dracula and get [[AncientArtifact Tekamentep's Ankh]] from him, N'Kantu steals the Ankh for himself, betrays the heroes, and tries to take over the world.]]
* TravelCool: The Monster Truck.

[[/folder]]

[[folder:Other Super-heroes]]

!IronMan
[[quoteright:342:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Spider_man_Iron_Man_5478.jpg]]
[[caption-width-right:342:]]
->Voiced by: Creator/AdrianPasdar

* {{Badass}}
** BadassBookworm
** [[spoiler:BadassInDistress: Sort of, when Living Laser was controlling his armor.]]
** BadassMoustache
** BadassNormal
* TheCasanova: Hinted in his dialogues.
* GadgeteerGenius
* [[spoiler:HeroicSacrifice: A non-fatal exemple; he agrees to let Living Laser take over his armor in exchange for releasing Peter's. He gets saved later.]]
* HonestCorporateExecutive
* InsufferableGenius: Is offended that Peter upgraded the Iron Spider armour.
* TheMentor: Toward Spider-Man, to an extent. Albeit a much different kind than Fury.
* PoweredArmor
* ProperlyParanoid: Doesn't keep all the Arc reactor specs on his computers to prevent it from fully working if stolen. [[spoiler:Which proves to be a good thing when Doctor Octopus hacks his database.]]
* TheRival: Norman Osborn sees him as one.
* ScienceHero
* TookALevelInJerkass: While calling him a jerk is kind of a stretch, but he seemed much more disrespectful and distant towards Spidey, dropping his mentor role, in "Swarm". Possibly justified since he had to deal with both Michael Tan, a SmugSnake employee who became Swarm, and with Spidey's attitude.
** Though he seemed to have patched things up with Peter by the start of season 3.

!{{Wolverine}}
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/UltimateSpiderMan_2_7736.jpg]]
[[caption-width-right:320: You got it good bub.]]
->Voiced by: Creator/SteveBlum

* AntiHero: He's willing to kill or threaten to take down his opponents, and apparently couldn't understand why Spider-Man wasn't gonna kill Sabertooth.
* {{Badass}}
* BadassBaritone
* FireForgedFriends: Upon their first meeting, he and Spidey almost ended up fighting due to Wolverine mistaking him for a villain. As the episode goes on, however, they gain respect for each other.
* {{Flanderization}}: Wolverine has always been known for being a AntiHero well-known for his berserker rages and HairTriggerTemper, but this show portrays him as a borderline SociopathicHero with NoSocialSkills who is more than willing to hurt civilians, makes absolutely no effort to even look somewhat normal while in Peter's body, has troubles using a ''cellphone'', and apparently cannot understand the concept of ThouShallNotKill.
* GutturalGrowler: Naturally.
* HairTriggerTemper
* HealingFactor: Naturally.
* HeroesPreferRedheads: Hits on Mary-Jane while in Peter's body because he "likes him a redhead", probably as a reference to Jean Grey.
* NoSocialSkills: Granted, being suddenly in Peter's body must have disturbed him, but he still didn't put much effort in trying to act like Peter.
* PermaStubble
* WolverineClaws: [[TropeNamer Obviously]].
* WouldNotShootACivilian: Averted; Spider-Man has to restrain him from actually using his claws against Mesmero's mind-controlled minions.

! [[Comicbook/DoctorStrange Doctor Stephen Strange]]
[[quoteright:317:http://static.tvtropes.org/pmwiki/pub/images/Doctor_Strange_USM_01_4186.png]]
[[caption-width-right:317: You may refer to me as Earth's Sorcerer Supreme!]]
->Voiced by: Jack Coleman

* {{Badass}}
** BadassBookworm
** BadassBeard
** BadassCape
** BadassTeacher: Teaches Iron Fist.
* {{Bizarrchitecture}}: His mansion.
* CallingYourAttacks
* CoolTeacher
* DeadpanSnarker: Outwardly brusque, but possessing a very sly sense of humor.
* EldritchAbomination: He keeps one in a box and employs it against other Eldritch Abominations, such as Nightmare.
* EnergyBall
* GeometricMagic
** InstantRunes
* GoodIsNotSoft
* KungFuWizard
* LargeHam
* MasterOfIllusion
* TransformationTrinket: The Eye of Agamotto.
* VariableLengthChain: The Crimson Chains of Cyttorak, one of his summoned weapons.

![[TheMightyThor Thor]]
[[quoteright:335:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Spider_man_thor_5797.png]]
[[caption-width-right:335: For Asgard!]]
->Voiced by: Creator/TravisWillingham

* {{Badass}}
** BadassBaritone
** BadassCape
* TheBigGuy: The tallest of the Avengers right after Hulk.
* BalefulPolymorph: [[spoiler:Loki turns him into a frog in his initial appearance. He gets better.]]
* CainAndAbel: The Abel to Loki's Cain.
* DropTheHammer: Obviously.
* FatalFlaw: Pride, [[spoiler: which is what got him turned into a frog in the first place.]]
* FlyingBrick
* LargeHam: Of the [[Anime/FullMetalAlchemist Tiny Miniskirts]] [[Creator/TravisWillingham variety]]. Then again, it's ''Thor''.
* LoopholeAbuse: As he points out in "Run Pig Run," he can't actually call off the boar hunt to protect the transfigured Spider-Man, but there's nothing in the law that says he can't interfere with it and slow the hunters down.
* PhysicalGod
* ShockAndAwe: He ''is'' the God of Thunder, after all.
* SuperheroesWearCapes

![[SelfDemonstrating/TheIncredibleHulk Hulk]]
[[quoteright:329:http://static.tvtropes.org/pmwiki/pub/images/128172_5_pre__scaled_500_6861.jpg]]
[[caption-width-right:329: HULK SMASH!]]
->Voiced by: Creator/FredTatasciore

* AlliterativeName: As Bruce Banner.
* AntiHero
* {{Badass}}
* BadassBaritone
* BashBrothers: Became this with Spider-Man following their first encounter.
* BigEater: So much so that he agreed to join SHEILD because he was still hungry.
* BloodKnight
* ComedicSociopathy
* DestructiveSavior
* GeniusBruiser: Not as much as his ''WesternAnimation/AvengersEarthsMightiestHeroes'' incarnation, but he's revealed in "Home Sick Hulk" to still possess at least part of Banner's scientific knowledge as Hulk.
* HeroWithBadPublicity: He's chased by SHIELD and feared by the population as a monster. Spider-Man later helps him avert it by convincing Fury to give him a chance and offer him a home. Though initially reluctant, Hulk eventually agrees.
* HairTriggerTemper
* HulkSpeak: The [[CaptainObvious obvious]] TropeNamer.
** Though after "The Incredible Spider-Hulk" his brain swap by Mesmero seems to have left him able to speak normally.
* JerkWithAHeartOfGold: Notably, his Heart of Gold is much more visible than in his previous incarnations; he displays a stronger affection toward Spider-Man.
* ManChild
* OddFriendship: With Spidey.
* OneManArmy
* SmarterThanYouLook: Despite being a BloodKnight ManChild who talks in HulkSpeak, he's shown to possess some of Banner's knowledge and displays a no-nonsense attitude in his first appearance by averting LetsYouAndHimFight with Spidey. He clearly isn't as stupid as one might expect.
* {{Tsundere}}: A non-romantic example; one episode has him trying to escape his room when Spider-Man is hiding him. This dialogue follows:
-->'''Spider-Man''': You can't leave because... (sigh) because I'm your friend. And I'm looking for a way to help you feel better, and I need a little time for that.
-->'''Hulk''': (stays silent for a while, then groans and goes to his bed) Hulk wait because Hulk feel sleepy. [[SuspiciouslySpecificDenial Not because Bugman say to]].
* UnstoppableRage

!CaptainAmerica
[[quoteright:333:http://static.tvtropes.org/pmwiki/pub/images/2271852-cap_6068.png]]
[[caption-width-right:333: Hey, guys. Where's my shield?]]
->Voiced by: Creator/RogerCraigSmith

* {{Badass}}
* BigBrotherMentor
* TheCape
* TheCaptain: Duh.
** CaptainPatriotic
* ComicBookFantasyCasting: Roger seems to be channeling Creator/ChrisEvans.
* LuckilyMyShieldWillProtectMe
** ThrowingYourShieldAlwaysWorks
* NiceGuy
* SuperSoldier: [[CaptainObvious Obviously]].

!{{Hawkeye}}
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Spider-Man_-_Hawkeye_1542.jpg]]
[[caption-width-right:320:]]
->Voiced by: Creator/TroyBaker

* ArcherArchetype
* {{Badass}}
** BadassNormal
* TheComicallySerious: When interacting with Spider-Man.
* CoolShades
* DeadpanSnarker
* ICallItVera: Inverted when he gets irritated with Spidey naming his arrows.
* ImprobableAimingSkills
* {{Multishot}}: As visible on the pic.
* TheTeamNormal: He and Black Widow are amongst the Avengers to lack anything that could count as a superpower.
* TrickArrow: A lot of them. Used as a running gag when Spider-Man tries to find names for them, usually with rather lame results.
* SleevesAreForWimps

! Oliver "Ollie" Osnick[=/=]Steel Spider
[[quoteright:328:http://static.tvtropes.org/pmwiki/pub/images/steelspideredit_2496.png]]
[[caption-width-right:328: Webby? Call me the Steel Spider.]]
-> Voiced by JasonMarsden

* AmericanAccents: Speaks with a Bostonian accent.
* AscendedFanboy: Of Spider-Man.
* BadassNormal: Spider-Man turns down his offer to become his sidekick because of his lack of superpowers, [[spoiler: but Oliver finds ways around that.]]
* BreakTheCutie: Spider-Man turning down his offer, coupled with the mayor's callous treatment of him, [[spoiler: causes Oliver to snap.]]
* CombatTentacles[=/=]MultiArmedAndDangerous: His armor is equipped with four spider-like legs.
* [[spoiler: EvilCounterpart: Becomes one to Spider-Man before his HeelFaceTurn.]]
* HeelFaceRevolvingDoor: Ollie doesn't take Spider-Man's lack of appreciation lightly, [[spoiler:but he ultimately sides with Spider-Man and decides to become Boston's resident hero.]]
* KidSidekick: Tries to become this to Spider-Man.
** KidHero: Graduates to this as the Steel Spider.
* PoweredArmor: The Steel Spider suit, though it's closer to a MiniMecha.
* TeenGenius: To the point where he was able to invent dozens of Spider-Man themed vehicles and gadgets. [[spoiler:And then builds four Tony Stark-style suits of PoweredArmor.]]

!The Guardians of the Galaxy
[[quoteright:310:http://static.tvtropes.org/pmwiki/pub/images/ultimate-spider-man_guardians-of-the-galaxy_edited_7906.jpg]]
[[caption-width-right:310:From left to right: Groot, Drax, Rocket Raccoon, Star-Lord, Gamora]]
-> Voiced by: Chris Cox (Star-Lord) Creator/BillyWest (Rocket Raccoon), Creator/DavidSobolov (Drax), Creator/NikaFutterman (Gamora), Creator/MichaelClarkeDuncan (Groot)

A badass group of galaxy defending heroes, and [[spoiler:Nova's original team.]]

* ActionGirl: Gamora.
* BadassCrew: But of course.
* BerserkButton: Rocket Raccoon doesn't like being called a raccoon.
* TheBigGuy: Drax.
* CynicalMentor: Rocket to [[spoiler:Nova.]] With extra emphasis on the cynical.
* HalfHumanHybrid: Star-Lord.
* LethalJokeCharacter: Groot's just a talking stick who says "I am Groot!" a lot. Until you throw him at the enemy...
* PokemonSpeak: The only words Groot can say are "I am Groot!", but it's implied what he's actually saying is different from what he can say.
* RaceLift: Rocket Raccoon, despite his SpeciesSurname, isn't a genetically modified raccoon like in the comics, but an alien species who just happens to look exactly like an Earth raccoon.
* RoyalsWhoActuallyDoSomething: Nova describes Star-Lord as this. Groot may qualify if he share's his comic counterpart's background.

!Comicbook/BlackWidow

An ex-Russian spy and one of the members of the Avengers.

* MotherRussiaMakesYouStrong
* RedHeadedHero
* TheTeamNormal: She and Hawkeye are amongst the Avengers to lack anything that could count as a superpower.
* WomanInBlack: Though she's one of the good guys.

[[/folder]]

[[folder:Other Characters]]
! Aunt May Parker
[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/char_64879_6815.jpg]]
[[caption-width-right:210:]]
->Voiced by: Misty Lee

* {{Badass}}
** AdaptationalBadass: Significantly more energetic, combative and capable of defending herself than most versions of the character.
** BadassBystander: She saves Coulson and Spider-Man from the Beetle.
** BadassNormal: Not on the level of a superhero, but still.
* CoolOldLady: She has a job and does yoga, bowling, and cooking class.
* GrandmaWhatMassiveHotnessYouHave: Here Aunt May is a real looker, and catches the attention of Agent Coulson.
* NeverMessWithGranny

!Mary Jane Watson
[[quoteright:319:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Spider-Man_animated_Series_Disney_XD_06_3117.jpg]]
[[caption-width-right:319:]]
->Voiced by: Creator/TaraStrong

* BadassBystander
* ChildhoodFriend: To Peter.
** ChildhoodFriendRomance: She and Pete jumped the gun when they were young and ended up being grossed out at the prospect of dating.
* {{Expy}}: A lot of fans feel like she bears more similarities with a younger [[Franchise/{{Superman}} Lois Lane]] rather than the traditional portrayal of Mary Jane.
* FieryRedhead
* HotScoop: Aspires to become this.
* OutOfFocus: Compared to Team Spidey, at least. See the number of tropes for her, and number of tropes on other characters.
* PromotedToLoveInterest: Inverted so far; she is Peter's best known LoveInterest in all previous versions (with the exception of ''WesternAnimation/TheSpectacularSpiderMan''), but here, she's portrayed as his friend, with the only "romance" being a failed date when they were kids.

!Flash Thompson[[spoiler:/Agent Venom]]
[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/char_62493_2760.jpg]]
[[caption-width-right:210:]]
->Voiced by: Matt Lanter

A fellow Midtown High student who has been mercilessly picking on Peter throughout a good part of both of their lives. For a time, this continued even after [[BullyingADragon Peter became Spider-Man]]. Though it didn't seem like it would happen, [[CharacterDevelopment Flash ends up learning his lesson the hard way when his bullying comes back at him in a near-deadly fashion]]. Afterwards, he and Peter become friends, if somewhat reluctantly on Peter's part.

A big fan of Spider-Man, Flash has always idolized him, even when he was still picking on Peter. [[spoiler:In Season 3, Flash decides he wants to take the leap into being a Hero. Though he goes through some rough spots, he eventually finds his calling when he accidentally bonds with the Venom Symbiote... again, but on a more ''permanent'' basis.]]

* [[spoiler:AscendedFanboy: He always did [[HeroWorshipper admire and look up to]] [[LovesMyAlterEgo Spider-Man]], but once he bonds to the Venom Symbiote, he can't overstate how awesome it is to finally be able to he a Hero just like him. By episode's end, Spidey convinces Fury to train Flash like he was, at which point, Flash adopts the name Agent Venom.]]
* {{Badass}}: [[InvokedTrope He wants to come off as this]], but when the going gets tough, it's pretty obvious he's nothing but a DirtyCoward.
** Surprisingly though, during Season 1's ''"I am Spider-Man"'', he does try to save Peter after a statue falls on him (though Peter's SuperStrength secretly does most of the work), showcasing a more heroic and selfless side [[spoiler:that would become more promenent in Season 3.]]
** [[spoiler:TookALevelInBadass: In Season 3, not only does he show more drive with trying to become a Hero, even if his heroism is misplaced and he's way out of his league, but once he gains the power of the Venom Symbiote, he definitely proves his new-found Badassitude is legit by effortlessly tearing into Beetle, even going as far as to rip out some of Beetle's armor and missile launchers and absorb them, making them his own.]]
* [[spoiler:BoisterousBruiser: A side of him shown in Season 3's ''"Agent Venom"''. Subverted at first when he tries to take on a Venomized Scorpion, complete with CatchPhrase, as it doesn't go over too well. Played much straighter the next day when the piece of Venom attached to his shoe transforms him in the deadly altercation with the Beetle and he proceeds to kick ass pretty much throughout the rest of the episode.]]
* TheBully: Starts the show out as this, but grows out of it through CharacterDevelopment over time.
* BullyingADragon: Though to be fair, he's unaware of who Peter is.
** Finally gets his comeuppance when he tries to bully Wolverine in Peter's body, which ends with Logan beating the tar out of him.
** Played with more darkly in ''"The Rhino"'' when his bullying of Alex leads Alex to steal and take a formula that turns him into said Rhino and seek revenge against his tormentor.
* [[spoiler:CatchPhrase: Coins one in his battle against Venom Scorpion, but it doesn't really work well since he says it ''after'' Spider-Man saves him from his own misplaced "heroism". After bonding with the Venom Symbiote, he says it again whilst [[CurbStompBattle owning Beetle]] where it comes off as ''much'' more fitting.]]
-->[[spoiler:'''Flash:''' You just got ''bit''!]]
* CharacterDevelopment: Throughout the Series, Flash has gone through CharacterDevelopment shown primarily through his [[CharacterFocus Focus Episodes]]: ''"I am Spider-Man"'' where he stops bullying Peter, ''"The Rhino"'' where he stops bullying ''period'', [[spoiler: and ''"Agent Venom"'' where he learns being an actual Hero is tougher than it looks, culminating in his transformation into the Hero, Agent Venom, by the end of the episode.]]
* [[spoiler:ClingyCostume: Not actually a costume. Nonetheless, according to Dr. Conners, the Symbiote has found a perfect host in Flash, and as such, bonded to him on a genetic level. This means he can ''never'' remove Venom from himself. A fact Flash takes very well, as he never wanted to remove it in the first place.]]
* [[spoiler:ClothesMakeTheSuperman: In a sense. Though the Venom Symbiote isn't actually ''clothes'', it does provide Flash with armor, which he adds to by appropriating some of Beetle's armor, giving him his iconic look plus missile launchers. [[ClingyCostume Thing is, these particular "clothes" can never come off since they are bonded to his very genetic being]].]]
* CurbStompBattle: Whenever things get dangerous, he always [[DirtyCoward runs off to make sure he doesn't end up in the recieving end of one of these]].
** [[spoiler:After acquiring the Venom Symbiote, Flash dishes out these to Beetle nearly every time they confront during that episode. Beetle manages to temporarily subdue him with his sonic wave attack, but once Spidey takes away that upper-hand, Flash goes right back to Curb-Stomping him.]]
* [[spoiler:Determinator: In Season 3, Flash develops this mentality after Spidey's new-found success as an Avengers member. Even after his failure against Venom Scorpion where Spidey tells him [[NeverBeAHero to go home and stop trying to be like him]], the next day, he comes into the school from practicing against tackling dummies in his football gear, having not given up on his dream to be a Hero. This behavior serves him well once he bonds to the Venom Symbiote.]]
* DirtyCoward: Most versions of Flash are rather hot-headed and brave {{Heroic Bystander}}s. This one, on the other hand, when facing [[MoreTeethThanTheOsmondFamily Venom]], was so scared that he had no problem with trying to offer Peter as a snack to save himself. Similarly, when Taskmaster trapped him and Harry inside the school, he had no qualms about leaving a defenseless Harry behind.
** [[spoiler:Loses this trait after gaining the Venom Symbiote in Season 3.]]
* DistressedDude: Many times throughout the Series. Notable examples include when the Trapster thinks he's Spider-Man in ''"I am Spider-Man"'', when he is harassed by the titular Rhino in ''"The Rhino"'' [[spoiler:and during ''"Agent Venom"'' when he gets in over his head facing against the Venomized Scorpion and when the Beetle goes after him to retrieve a piece of the Symbiote that hitched a ride on his shoe. After bonding with said piece and gaining the power to take care of himself, he ''immediately'' starts averting this Trope.]] In all cases, Spider-Man/Peter has to help/bail out/rescue Flash from whatever Distress he gets himself into.
* {{Foil}}: Though they rarely interact, he is in fact a {{Foil}} to Harry, especially regarding their relationships to Peter. Whereas Harry and Peter are friends, Flash has bullied Peter throughout most of their adolecent lives. On the flip-side, Harry manifests a grudge against Spider-Man[[labelnote:*]]partly because he uses Spider-Man as a scapegoat for his own problems[[/labelnote]] while Flash considers himself Spidey's biggest fan. When Flash becomes more amicable towards Peter, Harry becomes more distant (though they do patch things up before long). They're even {{Foil}}s ''financially''! Harry is rich, but humble enough not to flaunt it[[labelnote:*]]limousine rides and a random "richboy" party aside[[/labelnote]], whilst Flash is extremely [[MilesGloriosus boastful]] to hide the fact that he's dirt poor. They even share [[TalkingToHimself voice actors]]!
* FreudianExcuse: It's revealed in ''"The Rhino"'' that his family apparently has almost no money, and possesses only a car station as a home. It's also hinted he acts the way he does to look cool and hide this.
* [[spoiler:HeroicWillpower: Thanks primarily to his anchor in Spider-Man, he shows this throughout ''"Agent Venom"'' with two notable instances: first when Beetle's sonic attack causes him to begin losing control for the first time and second when Taskmaster has him pinned, trying to electrocute the Symbiote off of him.]]
* HiddenDepths: He's very afraid of tarnishing the name of Spider-Man and wishes that he could be like him, as shown in ''"I Am Spider-Man"''.
** [[spoiler:In Season 3, when Spider-Man implores Flash to give up the dangerous Venom Symbiote as he has too much to live for, Flash tells Spidey that he knows very well that he has nothing, explaining to him how he's dreamed of something extraordinary happening to him so he could become a Hero and a somebody like Spidey.]]
* HotBlooded: Tries to act like this, [[DirtyCoward but it's really a front]].
** [[spoiler:However, in Season 3, once he starts trying to become a Hero and ''especially'' once he gains the Venom Symbiote, his [[HotBlooded Hot Bloodedness]] comes off as much more earnest and sincere.]]
* [[spoiler:IJustWantToBeSpecial: Thanks in due part to his hero Spider-Man joining the Avengers and gaining popularity and respect, Flash decides he wants to be a Hero just like Spidey. When he bonds with the Venom Symbiote, he becomes ecstatic at the possibilities and opportunities it presents, praising the ability to finally become a Hero. When Spider-Man tells him to give up the Symbiote because it's too dangerous, Flash admits that he's been dreaming of something like this happening to him so he can finally be something other than a have-nothing nobody.]]
* [[spoiler:InstantExpert: Immediately after Flash bonds with the Venom Symbiote, he exhibits full control over it, averting PuppeteerParasite unlike most of its other hosts, and also averting HowDoIShotWeb by showcasing abilities like being able to absorb and redirect a volley of mini-grenades and incorporating pieces of Beetle's armor onto himself. He only shows signs of losing control when Beetle lets out a sonic attack and when Taskmaster pins him and electrocutes him, both times until Spidey's encouragement and intervention come into play. Then he goes back to "pwning". The end of the episode implies this is in part due to Flash's HeroicWillpower, and also primarily because the Symbiote considers Flash its perfect host and has bonded to his very DNA[[note]]just like how Peter's DNA was altered thanks to the spider-bite[[/note]]. [[SuperpowerfulGenetics Basically, he's predisposed to Venom, which is how he masters it so quickly and effortlessly]].[[labelnote:*]]Of note, he was the first person to be possessed by the first Venom Symbiote. [[FridgeBrilliance Whether that has anything to do with his affinity towards it]] is left unstated.[[/labelnote]]]]
* {{Jerkass}}: At first, but he largely gets past this during/after Season 2.
* JerkJock: Even more so than any of his other incarnations, as he still has yet to show any redeeming qualities besides being a Spider-Man fan. He's such a jerk that, when Spidey goes through a GoodAngelBadAngel case, even the ''Good Angel'' was in favor of leaving him.
** TookALevelInKindness: Subverted; he ''did'' ended up befriending Peter and stopped bullying him... only to start bullying others instead.
*** Played straight after the episode ''"The Rhino"''.
* [[spoiler:JumpedAtTheCall: Due to a combination of the CharacterDevelopment he went through in his [[CharacterFocus Focus Episodes]] and Spidey's successful stint as an Avenger, Flash decides he wants to be a Hero just like Spidey, taking up the moniker ''[[ComicBook/ScarletSpider The Scarlet Spider]]''. Though he's no match for anything serious and has to be saved by Spider-Man ''again'', he unknowingly acquires a piece of the Venom Symbiote which triggers at school the next day when Spider-Man tries to protect him from Beetle, who's after said piece. This transformation seems to completely agree with him[[note]]Good thing, too, as the Symbiote considers Flash its perfected host and has bonded to him completely, right down to his DNA, [[ClingyCostume so he can]] ''[[ClingyCostume never]]'' [[ClingyCostume remove it]][[/note]] as he's not only able to back Spider-Man up, but by and large, Beetle's no match for the newly-Venomized Flash. By episode's end, Spidey convinces Fury to take Flash in as an apprentice Hero and Flash adopts the name "Agent Venom".]]
* LargeHam: Though he tries to act cool, tough, and collected, he tends to go through quite a few bouts of Hammyness when under the right circumstances, like when there's danger and/or when he's being chased (often accompanied by [[ScreamsLikeALittleGirl girly screams]]). [[spoiler:After becoming Agent Venom, his newly-found inner BoisterousBruiser leads him to be quite Hammy when he is showing off.]] Also of note, he's prone to the occasional exaggerated facial and body expressions that wouldn't be out of place coming from an Anime Character, like when he runs onto the school bus away from the charging Rhino [[spoiler:or when he tries in vain to get the Venom Symbiote to leave his body]].
* [[spoiler:LetsYouAndHimFight: In ''"Agent Venom"'', Spider-Man, unable to convince Flash to give up the Venom at first, decides to take it off by force. This, of course, leads to a fight between the two. Though Spider-Man never really loses the upper-hand, Flash, surprisingly, is able to tenaciously hold his own. The fight ends when Taskmaster uses the distraction to launch a grenade, breaking them up and, once again, ''[[ForegoneConclusion of course]]'', they work together to take down their adversaries.]]
* [[spoiler:TheLoad: During the fight with the Venomized Scorpion, [[StopHelpingMe Spidey constantly tells Flash to go home, while Flash constantly replies that he was just trying to help]]. He gets ''much'' better after bonding with the Venom Symbiote.]]
* [[spoiler:LockedIntoStrangeness: According to Dr. Connors, Venom has bonded with Flash to the point that it would be impossible to separate them. Flash takes it quite well, though.]]
* LovesMyAlterEgo: Even though he constantly bullies Peter up until ''"I am Spider-Man"'', he's always loved Spider-Man since day one and considers himself to be Spidey's number-one fan.
* LowerClassLout: As we learn in ''"The Rhino"'', it turns out Flash is this. He starts getting better after the events of the episode.
* MilesGloriosus: The facade that he puts on to make himself seem better than he is. He gets better about this after the Rhino incident in Season 2. [[spoiler:In Season 3, this trait evolves into that of the BoisterousBruiser once he acquires the Venom Symbiote.]]
* MyGodWhatHaveIDone[=/=]HeelRealization: It took a while to sink in, but Flash finally goes through this once he's processed that he was being chased and threatened by Rhino/Alex as revenge for being bullied by him. It's after this that he becomes noticeably nicer and stops bullying others all together.
* MythologyGag: He's the first person to get infected by the [[ComicBook/Venom Venom Symbiote]]; in the comics, he's the current host for it.
** [[spoiler:He also becomes Agent Venom in the show as of Season 3.]]
* [[spoiler:NeverBeAHero: In the beginning of ''"Agent Venom"'', Spider-Man tells Flash to go home and stop trying to be a Hero. [[JustifiedTrope In this case though]], [[ItMakesSenseInContext it makes plenty of sense in context]]. As well meaning as he may be, Flash has no powers and no formal training and is only a liability to himself and anyone else; Spider-Man just doesn't want him to get himself hurt or killed.]]
** [[spoiler:After bonding with Venom, Spidey tries to get Flash to give it up despite Flash's protests that [[IJustWantToBeSpecial he's dreamed of something like this happening to him]] and that [[JumpedAtTheCall the Venom chose him and it's his destiny]]. [[LetsYouAndHimFight They fight]], but in the end, [[TenMinuteRetirement Spidey convinces Flash to give it up]] [[TheCallKnowsWhereYouLive only to find out]] that he ''[[ClingyCostume can't]]''.]]
* ParentalAbandonment[=/=]ParentalNeglect: When Spider-Man visits his home in ''"The Rhino"'', we find out that he and his family live in an abandoned Car Gas and Service Station. Flash tells Spidey that his parents aren't home at the moment before admitting that they're actually hardly ever there at all.
* PopularIsDumb
* ProgressivelyPrettier: Thanks to each Season's slightly differing Art Styles, Flash noticeably looks better with each passing Season. He looks more like a stereotypical bully with a stockier build in Season 1, then Season 2 makes him look more youthful than previously, culminating in Season 3 where more emphasis is put onto his height and muscular build making him look more genuinely older and mature[[spoiler:, just in time for his [[AscendedFanboy heroic ascension]] into Agent Venom.]]
* ScreamsLikeALittleGirl: Often happens when he finds himself in danger.
* [[spoiler:TenMinuteRetirement: After bonding with Venom in ''"Agent Venom"'', Spider-Man spends the rest of the episode trying to convince Flash to give it up. Though he resists at first, he agrees towards the end, only to find that he can't remove the Venom. After Dr. Conners explains why, Fury locks him up, citing Venom being too dangerous as the reason. Spidey talks Fury into training Flash like he trained him and Fury does so under the condition that he stays on the Tri-Carrier for the time being. And thus, "Agent Venom" was born.]]
* ThirdPersonPerson: As part of his [[MilesGloriosus haughty routine]], he occasionally refers to himself as "Flash" in the third person.
* [[spoiler:VillainTakesAnInterest: Just like with Spider-Man, Taskmaster tries to recruit Flash onto his side with the promise that he'd make Flash bigger than Spider-Man. He even notes that Flash is "Tall, Powerful, and with a chip on your shoulder". Flash refuses of course, and Taskmaster gives up on him like he did Spider-Man.]]
* WrongSideOfTheTracks: Spidey tracks Flash down in order to protect him from the rampaging Rhino, only to find out that Flash and his ([[ParentalAbandonment mostly absent]]) family live in an abandoned Car Gas and Service Station.

!Jonah J. Jameson
[[quoteright:324:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Jonah_Jameson_3640.jpg]]
[[caption-width-right:324: Spider-Man's a menace!]]
->Voiced by: Creator/JKSimmons

* DotingParent: To his son, John.
* {{Flanderization}}: In most versions he's simply a somewhat {{jerk|ass}}y newspaper man with a somewhat justified hatred to Spider-Man. Here all he does is go on for hours on various Bugle Jumbotrons about what a menace Spider-Man is despite knowing full well that he's now working for S.H.I.E.L.D. It also shown that his negative PR campaign is working better then normal and has turned almost [[NeverAcceptedInHisHometown the whole city against him]].
* TheGhost: Played with; we do see him onscreen, but only as someone talking on TV. He's never been seen in flesh and blood by any of the characters so far.
* {{Hypocrite}}: As usual, he keeps yelling about how Spider-Man is a menace and should be stopped. Yet, he will praise any Spider-Man impersonator that will show up.
* {{Jerkass}}
** HiddenHeartOfGold
* LargeHam
* NoIndoorVoice: Lampshaded by Spider-Man.
--->"And a good morning to you, Jonah J. Loudmouth!"
* PetTheDog: Even though Mary Jane made a scoop he didn't approve of, he still rewarded her by sending her a new camera.
* RoleReprisal: From the [[Film/SpiderManTrilogy Raimi films]].
* StrawmanNewsMedia
* SuspiciouslySpecificDenial: In "Spidah Man", one of the reasons Spidey spent most of the episode in Boston was Jameson offering ten million dollars to whoever unmasks Spidey. At the end of the episode, he was seen announcing the reward has been called off and claiming it had nothing to do with his newspaper's sales having decreased as a consequence of Spider-Man leaving New York.
* UngratefulBastard: Spider-Man's team once protected him from the Beetle. Didn't stop him from yelling about Spider-Man being a menace.
** Instead of thanking Spider-Man for bringing his son back alive, Jameson was blaming him and SHIELD for turning John Jameson into a freak. Nick Fury was understandably pissed by how ungrateful he was.

!Eitri
* TheBlacksmith: He made Thor's hammer.
* DudeWheresMyRespect: Not happy about how little respect he gets from Thor.
* FatalFlaw: Not himself, but seems to be able to see the flaws in others.

!Skurge the Executioner
[[quoteright:246:http://static.tvtropes.org/pmwiki/pub/images/skurgecropped_5337.png]]
[[caption-width-right:246:Let the hunt begin!]]
->Voiced by: Creator/TravisWillingham

* AdaptationalHeroism: Sort of. While his personality is more-or-less the same, here he's just hunting Spidey because of a misunderstanding caused by Loki, rather than a MadLove for the Enchantress as in the comics.
* BloodKnight
* EvenEvilHasStandards: Was shocked to discover the pig he'd been hunting was a transfigured human.
* GracefulLoser: After the horn to call off the hunt is sounded, he calmly lets Spider-Man go and congratulates him for doing what no one else he hunted could do: outrun the Executioner.
* TheHunter
* PhysicalGod
* PunchClockVillain: He was only after Spider-Man until the horn sounded and ended the Asgardian Boar Hunt. After that, he wasn't one to hold a grudge.
* WorthyOpponent: He sees Spider-Man as one, being the only one thus far to outlast him.

!! Wade Wilson[=/=]SelfDemonstrating/{{Deadpool}}
[[quoteright:340:http://static.tvtropes.org/pmwiki/pub/images/deadpoolresized_676.png]]
[[caption-width-right:340:It's Ultimate Deadpool!]]
-> Voiced by Creator/WillFriedle

* AdaptationalVillainy: Eh, whatevs. While I'm no saint in the comics (especially in my original appearances), here I'm pretty shameless in who I help or harm as long as I gets paid in the end.
--> "Sometimes I'm bad for money, sometimes I'm good for money. As long as I'm having fun with said money, I make my own rules!"
** Me and Taskmaster can be described as this, I guess. In the comics, we're BFFs, (VitriolicBestBuds, but still rather close allies). In this, we're a lot less friendly towards each other as the fact that I have no prob "unaliving" him freaks Tasky out.
** AdaptationalHeroism: Compared to my actual incarnation in the UltimateMarvel universe, who was an AxCrazy [[FantasticRacism mutant hating bigot]] that just killed even if there was no money to be made.
* BagofHolding: My pouches. Among the things I have stored in there are: a parachute, bombs, a laser gun, fish sticks, and more.
* BreakingTheFourthWall: Part of my awesomeness, of course! I even fought Spidey in the 4-wall breaking, non-sequitor sequences! I kinda had to, since the webhead stole my bit in the first place.
* CloudCuckoolander: Well, duh.
* ConfusionFu: Even Taskmaster can't read my sweet moves.
* DanceBattler: I beat Tasky while break dancing, just like in the comics! Nice reference, eh?
* DenserAndWackier: You read that right. They actually managed to do this to ''me'' of all people!
* TheDreaded: Heh, Tasky practically wet himself when Spidey mentioned I was there.
* EarlyBirdCameo: I was actually shown in a magazine cover and as a videogame character in episodes before my official appearance in the series. Always pay attention, kids.
* EverythingsBetterWithMonkeys: I dressed a bunch of monkeys in smaller outfits of my own to mess with Fury.
* [[spoiler: EvilAllAlong: Or at the very least, Amoral All Along. So, yeah, I stole the drive containing various heroes secret identities in it in the first place and was planning to sell it to the highest bidder. Too bad Spider-Man had to be a stick in the web.]]
* GoryDiscretionShot: When I got an ass full of arrows, and a spleen full of swords.
* GutturalGrowler: I tend to lapse into this occasionally, at one point simply to mock Wolverine.
* HealingFactor: Eh, I had to mention it.
* KatanasAreJustBetter: Ain't they, though?
* MadHatter
-->'''Prince Goody-Two Webs:''' Are you out of your mind?
-->'''Moi:''' TOTALLY!
* MindScrew: My existence in a nutshell. An assorted nutshell. Of nuts. And yes, that includes peanuts. Wait, are peanuts even nuts at all? I thought they were those legume thingies...
* MultipleChoicePast: Since I'm [[BlatantLies so creative]], I give at least three different backstories over the course of the episode.
** ILoveNuclearPower: From playing in a kiddie pool of radioactive waste as a kid and being given superpowers...
** ParentalAbandonment: ...To having my mom kidnapped by ninjas after I was born. Of course, since this is [[CloudCuckoolander me]] and the summary of the rest of my "origin story"...
** DarkAndTroubledPast: [[spoiler: Eventually, the webhead grilled my real origin outta me: Here, I was once a "weird special kid" (probably because of my healing factor) with a crapsack life being treated badly and/or hurt by bad people. Nick Fury found me and trained me, having once been with Spider-Man's teammates. Over time, though I learned to 'laugh at the pain' and 'to hurt those who hurt you [[UpToEleven times a thousand]]'.]]
*** Dark huh? The third option is made [[FridgeHorror even cooler]] if you consider [[spoiler: that the term "weird and special" could be referring to a [[AmbiguousDisorder mental disorder]], rather than my healing factor.]]
* NeverSayDie: Since this is a kid's show, they had me parody this trope, claiming it as a tic. So, I have to stick with "unalive".
* NoFourthWall: Even more so than Spidey. I still say he nabbed it from me first!
* NominalHero: Big time.
* OnlyInItForTheMoney: As long as I'm paid, I'm golden.
* PsychoForHire: Extra emphasis on the psycho.
* RememberTheNewGuy: You would have thought Spider-Man's teammates would have mentioned sooner that there had been someone in their team before Peter arrived and who eventually left. Guess I'm just He-Who-Is-So-Awesome-He-Must-Not-Be-Named.
* ShadowArchetype: Lampshaded by Spider-Man after hearing my last and most plausible origin story. He claims that if matters have gone a little different, he would have ended up as cool as me. (Yeah, right!) This is also seen through the whole episode, regarding out similar quirks and the arguments regarding our differences.
* [[YouCantHandleTheParody You Can't Handle The Truth!]]: I try to lay this epic line on Spider-Man. However, knowing me and the delivery causes Spidey to deliver a hilariously deadpan (if you like his style of funny; I don't see the appeal, myself) 'Really?' before I spill the likeliest beans.
* YoungerAndHipper: This version of me is implied to still be a teenager. My already beautiful skin is also smooth and free of the many cancer scars my comic counterpart has. I was a former member of Spider-Man's team prior to him joining, [[spoiler: and the most believable backstory I give is that I was a strange kid who was taken in and trained by Nick Fury]].

!!Stan
->Voiced by Creator/StanLee

The kooky and random school janitor.

* AdaptationalBadass: As far as being one of Stan Lee's many cameo characters goes. [[spoiler: This one is a former founding S.H.I.E.L.D agent capable of going up against The Lizard]].
* ADayInTheLimelight: "Stan By Me"
* AlmightyJanitor: Especially during "Stan By Me".
* BadassGrandpa: Comes with the territory when [[spoiler:you're a retired and founding member of S.H.I.E.L.D]]
* InkSuitActor: Though he appears a little younger than the real Stan.
[[/folder]]

[[folder: Oscorp]]
!NormanOsborn/The Goblin/[[spoiler:Iron Patriot]]
[[quoteright:324:http://static.tvtropes.org/pmwiki/pub/images/Norman_face_5604.png]]
[[quoteright:317:http://static.tvtropes.org/pmwiki/pub/images/Ultimate-Spider-Man-3-660x370_8561.jpg]]
->Voiced by: Steven Weber

* AbusiveParents: Zigzagged. Starts off being a neglectful but caring father only to drop the the caring part later on. Then finds out his son is Venom and is willing to take advantage of that. Then goes back to the neglectful but caring. Then he becomes Goblin and becomes flat out abusive. [[spoiler: Then becomes human again, and tries to be a better father. Then ends up becoming Goblin again.]]
* AdaptationNameChange: Within the show, he's officially dubbed "The Goblin", rather than "The Green Goblin" like in every other depiction. Some characters still call him a green goblin, but in most cases it seems to be a description rather than his actual title. Promotional materials also tend to refer to him as "The Green Goblin", likely because he is otherwise the same character and the name is more well-known.
* AdmiringTheAbomination: His reaction when [[spoiler:Harry]] turns into Venom right in front of him.
* [[spoiler: TheAtoner: in "Second Chance Hero". Unfortunately, it doesn't last due to Ock injecting him with Goblin serum again.]]
* AntiHeroSubstitute: [[spoiler: Can be seen as one to AvengersEarthsMightiestHero Iron Man, the same ego, the same problem with villains using their tech, the same atoner mentality post a traumatic momment in their life. On the other hand, Norman was actively a CorruptCorporateExecutive instead of Tony's well-meaning arms dealer background, and the nature of the traumatic event, are the differing factors.]]
* BadBoss: Before he and Ock. parted ways, was one to Ock. He may have saved Ock's life after the accident, but he then locked Ock away from the rest of the world, verbally abuses Ock, and tried to kill Ock when Ock became compromised.
* BigBad: So far, he appears to be this.
* BitchInSheepsClothing: When interacting with Harry and Peter, he actually acts like a pretty nice guy. Behind closed doors, however...
* [[spoiler:BroughtDownToNormal: In "Venom Bomb" Spiderman forces Doctor Octopus to cure Norman. It doesn't last long though.]]
* CharacterizationMarchesOn: In the first episode, he actually gets angry at the Frightful Four and in turn Dr. Octopus for attacking the high school where his ''son'' is, showing that, while he is dismissive, he does care. Most later episodes drop this character trait, and [[spoiler:he even attempts to ''manipulate'' his son when he finds out that he's Venom]].
** Zigzagged later on: "The Iron Octopus" and "Second Chance Hero" have him go back to the neglectful but caring father but the episodes between? See Abusive Parents above.
* [[spoiler:ChronicVillainy: After being cured at the end of ''Venom Bomb'', he genuinely tries to atone for his act by being a better father to Harry and becoming a super-hero as Iron Patriot... only to have Dr Octopus kidnap him a few episodes later and turn him back into the Goblin.]]
* CompositeCharacter: He is similar to the Ultimate version of the Green Goblin, sharing the Hulk-like mutation and a part in the origin of Spider-Man. On the other hand, he uses the same tech and glider as his mainstream incarnation (which he stole from Dr. Connors).
** In-Universe: Spidey notes how his [[spoiler: Iron Patriot persona is one of Iron Man and Captain America.]]
* CorruptCorporateExecutive
* CrazyPrepared: He has high-tech weapons hidden in his office in case someone tried to attack him.
* CreateYourOwnVillain: He was working with Dr. Octavius when the explosion went off. He saved his life, but forced him away from the public eye, leading to resentment, and eventually him becoming TheStarscream as Dr. Octopus.
* DevilInPlainSight: While he starts out as decently good at hiding his real motivations, he displays more and more signs of insanity and rage as the story goes on.
** [[spoiler:Lampshaded in "The Reveal": when Spider-Man learns he was the one behind Octavius, he has a flashback of several scenes clearly hinting at Norman Osborn's insanity and obsession with him, resulting in him realizing he should have seen it coming.]]
* FauxAffablyEvil
* GenreBlind: He actually didn't see [[spoiler:Octavius' betrayal]] coming, despite how obvious he had it coming.
* EvenEvilHasLovedOnes: When the Frightful Four attack his son's school, he is genuinely worried for Harry.
** On the other hand, he's not adverse to taking advantage of the fact that Harry [[spoiler: was Venom's host and that his blood may still hold the symbiote.]]
* EvilFeelsGood: In the season 2 finale, Spider-Man demands to know why Goblin/Norman is so full of hate. He doesn't give an answer, but this could be the only reason.
* EvilIsHammy: As the Goblin, big time. Especially in season 2.
* EvilSoundsDeep: As the Goblin.
* GeniusBruiser: As the Goblin.
* GreenEyedMonster: Mentions as the Goblin that he envied the power Spider-Man has.
* HandBlast: A bulky three-fingered gauntlet that delivers [[ShockAndAwe electrical pulses]], which he later replaces after becoming the Goblin.
* [[spoiler: HeelFaceTurn: In "Second Chance Hero." Only time will tell if he's being sincere or not or if it will last.]]
** [[spoiler: HeelFaceRevolvingDoor: Unfortunately, it doesn't last as Doc Ock turns him back into the Goblin in Return of the Sinister Six.]]
* HulkingOut: As the Goblin.
* HulkSpeak: Initially, following his transformation into the Goblin, due to his head being messed up by the mutation. He's quick to develop the ability to speak properly again however, thanks to his brain being enhanced; in later episodes, he can already express himself as clearly as before.
* [[spoiler:KarmaHoudini: At least at the end of the first season]].
* KickTheDog: His treatment of Otto Octavius; the worst part is, [[ObliviouslyEvil he seems to believe he was doing the right thing]].
** When he becomes the Goblin, his treatment of Harry consists of this. Two major moments in particular are [[spoiler: abandoning his son to drown because Harry rejected the symbiote and telling Harry how proud he is of him in "Carnage" only to drop him to his doom right after.]]
* KnightOfCerebus: Minus the comedy quirks, he is played ''dead serious'' as the Green Goblin.
* ManipulativeBastard: Toward his son, definitely.
* NonActionBigBad: In season 1; he's completely passive, usually leaving the Spider-Man hunting to Doc Ock while he focus on his society. He doesn't even become the Goblin until the season finale.
** In "The Iron Octopus", he does fire a few shots at Iron Man's armor with a [[{{BFG}} big]] [[MoreDakka gun]], but it doesn't last.
* ParentalNeglect: Unlike most versions of Osborn, he doesn't appear to have any AbusiveParent traits, but he's still neglecting Harry because of his work and his obsession with Spider-Man. It gets worse as the story goes on.
* [[spoiler: PoweredArmor: As Iron Patriot.]]
* SlasherSmile: His expression while short-circuiting Iron Man's armor is... [[{{Foreshadowing}} unsettling...]] Becomes a permanent feature after he becomes the Goblin.
* SocialDarwinist
* SoProudOfYou: In "Carnage" [[spoiler: Goblin finally tells Harry how his father (Norman) would have been proud of what Harry did, only to [[KickTheDog only to drop him to his doom right after.]] ]]
* TranshumanTreachery: As the Goblin, once he develops a personality again.
* VillainTakesAnInterest: For Spider-Man, as usual. Though amplified here, since he actually wants to get Spider-Man in order to create a whole super-soldier program from his DNA.
** He takes one in [[spoiler: his son when he realizes some of Venom might still be inside Harry, and tells Spider-Man that [[YouHaveOutlivedYourUsefulness he no longer needs him]]. He also loses his interest in his son when he rejects Venom in ''Rise of the Goblin''.]]
* WhyAreYouNotMySon: Thinks this of Peter. [[spoiler:Deconstructed majorly in that thinking of Peter as his son means [[GuineaPigFamily injecting him with the symbiote]] as we see in "Carnage".]]
* YouHaveFailedMe: Once threatened Octavius with this after the Frightful Four failed to capture Spider-Man (though it's possible he was merely threatening to fire him rather than kill him). Fortunately for him, Octavius was able to get a sample of Spider-Man's DNA in the next episode and used it to create Venom, a result Norman found satisfying enough to keep Octavius.
** [[spoiler:He eventually does inflict this to him in ''Me Time'' with a murder attempt, though he had a logical (at least pragmatic) reason to do so; if he had not blown up Octavius' lab, SHIELD would have been able to track the communications back to him.]]
** [[spoiler: Deems his own son unworthy when he rejects the Venom symbiote.]]
* LeaderWannabe: [[spoiler:Tries to take charge of Spidey's team in ''Return of the Sinister Six''. It doesn't go well; When the Six have the team against the ropes, Osborn, rather then offer words of encouragement or a new strategy, yells at them to "fight harder!"]]

!Harry Osborn[=/=]Comicbook/{{Venom}}
[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/char_64878_4244.jpg]]
[[caption-width-right:210:]]
[[quoteright:343:http://static.tvtropes.org/pmwiki/pub/images/venom1_6481.png]]
[[caption-width-right:343:]]
->Voiced by: Matt Lanter

* AdaptationDistillation: This Venom symbiote's origin is more like a mix between the Ultimate Version of Carnage and the Marvel Adventures version of himself. In addition, this is the first version of the character where his identity is Harry Osborn instead of Eddie Brock.
* AntiVillain: Type II; Harry has absolutely no control over the Symbiote when fully in Venom form and clearly has no intention of being evil.
** AntiHero: During his brief stint as Symbiote Spider-Man.
* BodyHorror: Has a hole blasted through him by Nova and closes it like it was nothing.
* [[spoiler:BroughtDownToNormal: after being turned back to normal temporarly several times, he finally rejects the Symbiote once and for all in the Season 1 finale, causing his father to take it and leave to find a new host.]]
* ChestInsignia: Is initially without one, but manifests a stylized white spider on its back and chest after bonding to Spider-Man and retains it when bonded to Harry, though the possessed SHIELD agents in ''Venom Bomb'' lack one.
* CombatTentacles: The symbiote's main means of ranged attack.
* CompositeCharacter: Of Harry Osborn and Eddie Brock/Venom.
* TheDragon/ DragonInChief: Venom was briefly this to Norman Osborn.
* EvilCounterpart: To Spider-Man.
* EvilSoundsDeep: Ooh boy, does it ever.
* [[spoiler:FightingFromTheInside: Manages this in "Carnage", forcing the symbiote off him.]]
* GreenEyedMonster: Played both the same as usual with him [[WellDoneSonGuy angry that his father seems to pay more attention to someone else, in this case Spider-Man]], and differently when he feels neglected because ''Peter's'' hanging out with his "detention buddies" rather than him. The emphasis on the latter in episode 4 helped make him a very sympathetic character.
* HulkingOut: Venom is a ''lot'' bulkier than Harry.
* IAmAHumanitarian: Venom's first words upon bonding to Spider-Man were "'''Friends... yummy!'''" and it later tried to take a bite out of Iron Fist.
* IAmLegion: Subverted for the first time in a long time. The justification is that the symbiote takes complete control of its host.
-->'''Venom:''' "There is no-one else! Venom is all there is!"
** Played around with in the episode "Carnage". [[spoiler: The first thing Harry says when he becomes Venom again is: "We are Venom." Venom then switches between using 'I' and 'we' depending on whether it's Harry talking or the symbiote.]]
* KnightOfCerebus: Very few scenes with Venom are played for humor, with {{Imagine Spot}}s becoming less frequent as a result. The episode "Venomous" makes him even more terrifying than usual.
* ManBitesMan: Does not hesitate to use his tongue and [[FangsAreEvil teeth]] in combat.
* MoreTeethThanTheOsmondFamily: A staple of Venom's design, although before bonding to Harry the symbiote sported a JaggedMouth instead.
* MoreThanMindControl: While Harry is a nice guy and doesn't want to be evil, he feels resentment towards his father because he doesn't care about him and pays more attention to Spider-Man. That's probably why he is easily taken over by symbiote and in Venom form, Harry's negative feelings towards his father are more prominent.
* NotQuiteDead: The symbiote is seemingly KilledOffForReal at the end of its debut episode; then it turns out that Osborn wants Dr. Octopus to create more like it, and Harry finds a sample of it that survived.
** He appears in a later episode with control of Venom as the Black Spider-Man. It lasted only a little while before Venom took control and was believed to be destroyed for good by Spidey... only to show later that some of Venom survived in Harry's ear. [[spoiler: It is seemingly KilledOffForReal again at the end of ''Venom Bomb'' when Peter uses the Iron Spider armor to incinerate it.]]
* OverlyLongTongue: Which he uses as a {{Combat Tentacle|s}}.
* PuppeteerParasite: The symbiote takes over whoever is its host.
* RubberMan: Venom can stretch his arms and [[ShapeshifterWeapon morph them into different shapes]].
* SpoiledSweet: Even though he's a rich kid, Harry's one of Peter's best friends. He's actually the nicest version of Harry Osborn in all animated adaptations of Spider-Man.
* StartOfDarkness: [[spoiler: His start began the day his dad ran away to become the Green Goblin, which he blamed Spider-Man for.]]
* TheNotLoveInterest: With MJ demoted to childhood friend, Harry appears to be (unintentionally) upgraded to this trope. [[TheMasqueradeWillKillYourDatingLife Peter's constant ditching and inability to tell Harry truth puts a massive strain on their friendship.]] Besides that, the spat the two have in "Venom" comes off a girlfriend leaving her boyfriend only for the two to make up later on and get back together. Complete with a female friend helping out the hapless "boyfriend" and the "girlfriend" venting about the relationship to family.
* TheSymbiote: An artificial life form made form a mutated sample of Peter's blood.
* TransformationTrinket: Harry initially uses a watch-like device to call up the black suit whenever he wants, keeping the symbiote contained when not in use. In the end, though, the symbiote still manages to manipulate Harry even with the watch and he destroys it by the end of his first episode as Venom.
* WellDoneSonGuy: As usual.
** Explored more, too. We get ''plenty'' of scenes of Norman brushing off anything Harry does good (blaming his good grades on Peter is frequent, despite Peter's protests), and generally acts so aloof that his son will do anything to get his attention.
[[/folder]]

[[folder:Sinister Six]]
!Otto Octavius/[[DoctorOctopus Dr Octopus]]
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_spider_man_Octopus_1712.jpg]]
[[caption-width-right:320: I am a DOCTOR!]]
->Voiced by: Creator/TomKenny

* AlliterativeName
* AndIMustScream: [[spoiler:By the end of "The Iron Octopus", he ends up trapped in Oscorp again, this time with no tentacles and in a healing tank, presumably conscious, but his crippled body ensures he's not gonna be moving again.]]
* AnIcePerson: [[spoiler: His armor has an ice beam.]]
* ArchEnemy
* AxCrazy: Despite his claims to the contrary.
-->'''Dr. Octopus''': [[PunctuatedForEmphasis I. Am. Not. Insane!]]
* {{Badass}}
** BadassNormal: Doesn't actually have any superpowers himself, but can more than hold his own with his mechanical arms.
** HandicappedBadass: For a cripple, he is sure quite skilled at fighting; [[spoiler:when he finally decides to get out of his lab and capture Spider-Man himself, he succeeded on the ''first attempt'']]. None of the villains he hired before this were ever that successful.
* [[spoiler:BaldOfEvil: After being captured by Norman again.]]
** His hair appears to have grown back in the season 2 opener.
* CassandraTruth: [[spoiler:Tries to tell everyone that Norman Osborn ruined his life in "The Iron Octopus", but they either don't believe him or just assume him to be a madman.]]
** JustifiedTrope: Doc Ock ''is'' a madman.
* BrokenAce
* CoolShades
* CreepyMonotone
* DeadpanSnarker
* TheDragon: To Norman Osborn.
** TheStarscream: Hinted by both the producers and his actions in the show. [[spoiler:Confirmed in later episodes.]]
* [[spoiler:TheDogBitesBack: He eventually causes Norman Osborn to become the Green Goblin as a revenge for the treatment he got.]]
* EvilCripple: Because of an accident, he lost the use of his limbs. He uses his metal arms to work, fight, and move around. He's still menacing and rather creepy.
* EvilGenius
* FourEyesZeroSoul
* [[spoiler:GeniusBruiser: When he actually starts fighting, most definitely.]]
* GlassCannon
* HairReboot: As seen at the start of the Season 2.
* HiddenAgendaVillain: [[spoiler: He hides Harry Osborn's identity as Venom just as Norman comes into his office.]]
* [[spoiler:IWasQuiteALooker]]: In "Me Time", he [[spoiler:laments his appearance in a hall of mirrors.]]
--> '''Doctor Octopus:''' [[spoiler: ...''I'' was handsome once...]]
** [[spoiler: As shown during a flashback sequence in "The Iron Octopus", he wasn't kidding.]]
* HoistByHisOwnPetard: [[spoiler: He turns Osborn into the Green Goblin and believed he could control him. It didn't work out the way he intended]].
* KickTheDog: [[spoiler: His mocking of Curt Connors when he takes one of his serums that turned him into the Lizard. And he later uses a remote that turns him back into the Lizard and forces him to be a member of the Sinister Six.]]
** [[spoiler: And in Return of the Sinister Six, he turns Osborn back into the Goblin.]]
* KnightOfCerebus: He's got ''no'' comedic quirks (aside from a snide remark about having to pay for damages that Taskmaster caused), and when he's in an episode, there are signs that the episode will be just a bit more dark. When he's finally out of the lab, he's much more dangerous and frightening, even able to take down Spider-Man with no help.
* MadScientist: Wouldn't be Doc Ock if he wasn't.
* MythologyGag: His appearance in the Season One finale is based on his more recent look in the comics' Ends of the Earth arc.
* [[spoiler:During Season 3's premiere, Loki, who teams up with Otto, switches his mind with Spider-Man as a part of his latest plan. Otto notes that the idea is brilliant and that he's "going to write that down". In the comic ComicBook/SUPERIORSpiderman Otto takes over Spider-Man/Peter's mind and life for some time.]]
* OutOfCharacterMoment: Briefly makes a snide remark in "Why I Hate Gym" about the damages that he'll have to pay for to Taskmaster, who broke one of his machines.
* PoweredArmor: [[spoiler: After his first defeat, he builds one of these styled off Iron Man armor, though with his tentacles still as free as ever. It helps him quite a bit, even to survive being punched through three buildings. Doubles as a MythologyGag to his Classic counterpart, who donned a suit after learning he was dying.]]
** [[spoiler: Has a new one in ''Return of the Sinister Six.]]
* [[RedEyesTakeWarning Red Glasses Take Warning]]
* [[spoiler: ReportsOfMyDeathWereGreatlyExaggerated: Says this almost word-for-word in "The Lizard".]]
-->'''Dr. Octopus:''' [[spoiler: Reports of my demise were greatly exaggerated.]]
* TheSociopath: Whether he was one before is debatable, but by the time of the show it's clear he has no empathy for anything but himself.
* TheStoic
** NotSoStoic: [[spoiler: "Why I Hate Gym" shows him losing his temper for the very first time. And "Me Time" is basically one big bout of TranquilFury on his part.]]
* SpiderLimbs: His tentacles, natch.
* [[spoiler: YouHaveOutlivedYourUsefulness: Norman finally tires of his failures in "Me Time" and torches his lab. Thanks to Spidey, he escapes death.]]
* VaderBreath: When [[spoiler: the air vents in his harness are clogged]].
* VillainHasAPoint: [[spoiler: It was dumb of Connors to test someone else's unfinished serum on himself.]]
* VillainTeamUp: Becomes the leader of the Sinister Six.
* WeUsedToBeFriends: Went to university with Curt Connors and worked with Norman Osborn.

!Dr Curt Connors/The Lizard
[[quoteright:281:http://static.tvtropes.org/pmwiki/pub/images/Curt_Connorss_U-Spider-man_2012_4621.png]]
[[caption-width-right:281:]]
[[quoteright:343:http://static.tvtropes.org/pmwiki/pub/images/ultimate-spider-man-lizard_4280.jpg]]
[[caption-width-right:343: I'm just as smart as I were...Was-er.]]
->Voiced by: Creator/TomKenny, Creator/DeeBradleyBaker

* AnimalThemedSuperbeing
* AntiVillain: Type II as the Lizard.
* AnArmAndALeg: The Green Goblin crushes his right arm in the Season One finale.
* BadassLabcoat
* BodyHorror: His transformation into the Lizard.
* ClothingDamage: The only thing that survives his transformations are the MagicPants.
* DestinedBystander / DoomedByCanon: Becomes the Lizard in Season Two.
* [[spoiler: DistressedDude: Gets kidnapped by Doc Ock in Season Two and needs to be rescued by Spider-Man.]]
* [[spoiler: TheDogBitesBack]]
* EvilSoundsDeep: As the Lizard.
* GadgeteerGenius
* GeniusCripple: Courtesy of the Goblin.
* HealingFactor: He doesn't grow his tail back after it's broken off, but it doesn't seem to faze him at all.
* IKnowYoureInThereSomewhereFight: Spidey attempts this on him, with little result.
* JustThinkOfThePotential: His reaction when getting his hands on Octavius' animal DNA.
* LegoGenetics: How he mutates.
* LizardFolk
* MagicPants: For some reason, while his labcoat and most of his uniform don't survive his transformation, his pants do.
* TheMentor: Peter mentions that Connors has been a mentor for him, though we're told rather than shown this for the most part.
* MythologyGag: Pretending to only have one arm in the second episode, as his comic counterpart does. [[{{Foreshadowing}} Then he actually loses it.]]
* [[spoiler: MindControlDevice: Doc Ock uses one to control the Lizard as one of the Sinister Six villains.]]
* NiceGuy: The only person who consistently treats Spidey with respect, as opposed to Spidey's team, Fury and Coulson (sometimes), who usually act unsympathetically and mean towards him.
* NoOntologicalInertia
* PainfulTransformation
* PoweredArmor: [[spoiler:In ''Return of the Sinsister Six''.]]
* PrehensileTail
* ReptilesAreAbhorrent: He gets more and more aggressive as his Lizard transformation happens.
* ResistTheBeast
* TheSmartGuy: SHIELD's resident tech genius.
* [[spoiler: SplitPersonalityTakeover]]: By the end of "Sinister Six", it seems like the Lizard persona has won out over Connors and chooses to ...]]
** [[spoiler: TranshumanTreachery: ... remain as the Lizard, refusing Peter's offer to help him turn human again.]]
** [[spoiler: In ''Stan by Me'', Peter accidentally erases Connors' remaining humanity while trying to save him, leaving only the Lizard personality and form. Subverted in ''Return of the Sinister Six'', Connors' human personality actually survived and he subconsciously wrote a formula on the sewer walls for Spider-Man to find to cure himself from being the Lizard.]]
* SuperpoweredEvilSide
* SuperStrength: Strong enough to be a match to both Spider-Man and Dr Octopus.
* SuperToughness
* ThrowingOffTheDisability: When he injects himself with the lizard DNA to re-grow his arm and save Peter.
* Tragic Monster
* TragicVillain
* TraumaCongaLine: Over the course of three episodes, he loses his right arm, then gets turned into the Lizard, followed by [[spoiler: getting kidnapped by Doc Ock, forced to transform into the Lizard again, fitted with a MindControlDevice, and is now possibly stuck as the Lizard for good.]]
* VillainTeamUp: Becomes a member of the Sinister Six as the Lizard.
* WeUsedToBeFriends: He went to graduate school with Otto Octavius.

! Beetle
[[quoteright:304:http://static.tvtropes.org/pmwiki/pub/images/Beetle_2642.png]]
[[caption-width-right:304: ...]]
->Voiced by: Creator/SteveBlum

* AnimalThemedSuperbeing: The beetle, obviously.
* [[spoiler:ArchEnemy: He's later revealed to have a personal grudge against Agent Coulson, who was the only SHIELD agent ever able to catch him.]]
* ArmCannon
* AttackDrone: Uses them against Hawkeye and Spider-Man, in ''large'' numbers.
* {{Badass}}: Even when the team assembled against him, he was still able to handle all of them at once.
** AdaptationalBadass: Most versions of the Beetle are a joke or end up doing a HeelFaceTurn before they are treated seriously. This one is powerful enough to avoid both those categories.
** BadassBookworm
** BadassNormal: He only has a suit of powered armor when going up against an entire team of superheroes.
* BeamSpam: His wrist blasters have a pretty impressive rate of fire.
* CombatPragmatist: He'll use sneak attacks, cloaking devices, overwhelming firepower, attack drones and anything else he can to gain the upper-hand.
* DangerouslyGenreSavvy: He's notably smarter than your average ConMan: he carefully neutralized Spider-Man's teammates before going after Jonah J. Jameson and was able to surprise Spidey by coming through ''one'' entry he wouldn't be expected to come from: [[spoiler:the elevator]].
** Then there was the time Hawkeye tried tracking him by his armor emissions. Turned out the Beetle had figured out he might try something like that and had a little surprise waiting for Hawkeye and Spider-Man.
* {{Expy}}: This guy has more than a few similarities with [[Franchise/StarWars Boba Fett]].
** Possibly unintentional, but he bares an uncanny resemblence to [[Series/KamenRiderBlade Kamen Rider Garren]].
* [[HiredGuns Hired Gun]]: When he is first introduced Nick Fury informs Spider-Man's team that the Beetle is one of the best, if not ''the'' best, mercenaries in the world.
* ItsPersonal: Surprisingly not against Spider-Man, but [[spoiler: against Agent Coulson because he took him down one time.]]
** However, his first appearance in the second season shows he has now developed a grudge against Spider-Man due to his continued interference with his plans.
* InvisibilityCloak: His armor is shown to have a cloaking device built-in during [[spoiler: his attack on the unfinished helicarrier.]]
* LaserSight: Built into his armor.
* LightningBruiser: Wears heavy armor, carries lots of firepower, is able to hold his own in a fistfight with superheroes, and uses his jetpack to rocket into combat.
* MacrossMissileMassacre: The Beetle's combat philosophy seems to be that there's no problem that can't be solved with a missile launcher or twelve.
* MythologyGag: The Beetle's Mark I, II, and III armors from the mainstream comics appear during the team's {{Imagine Spot}}s. The armour he wears in the show itself is based off his outfit from the ''Ultimate Spider-Man'' comic.
* PoweredArmor
* ProfessionalKiller
* TheQuietOne: He only says four words in his debut appearance: [[ThisCannotBe "Missed?! I never miss!"]]
* VillainTeamUp: Becomes a member of the Sinister Six.
* VocalDissonance: Judging from what little we've heard him actually say, he seems to have quite a high-pitched voice for such a [[Franchise/StarWars Boba Fett]]-esque mercenary. Probably why he's so quiet.
** Has a much deeper voice in his second appearance.
** TheVoiceless: Hasn't said a word in Season Two yet.
* WalkingArmory: His armor has enough weapons to rival War Machine.
* YouTalkTooMuch: Power Man states this about him right before knocking him out. Though it's obviously a joke as that was the first and only time in the episode that Beetle ever spoke a word.

! Electro
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Ultimate-Spider-Man_Electro_9177.jpg]]
[[caption-width-right:320:]]
->Voiced by: Christopher Daniel Barnes

* ActuallyPrettyFunny: Much to his teammates' annoyance, he actually laughs at some of Spider-Man's jokes in ''The Sinister Six''.
* BaldOfEvil: As Electro 2.0.
* DiminishingVillainThreat: His Electro 2.0. form was basically unstoppable in his first appearance, taking over the whole city's electrical system, and had to be defeated by cunning. However, in "The Sinister Six", Electro 2.0 barely seems more dangerous than he was in his regular form.
* EnergyBeing: After Spider-Man unknowingly supercharged him. He turns back to normal-ish at the end of the same episode, but come "Sinister Six" he has seemingly been permanently supercharged.
* EvilIsPetty: Even after he got upgraded to the point of [[StoryBreakerPower being able to absorb electricity all around the city]], the best idea of a plan he can come up with is to ask all inhabitants to give him all their money. It takes ''Nova'' to point out that he can do more with that for him to figure it out.
* FromNobodyToNightmare: Was a fairly harmless villain that Spidey took as a joke until he accidentally supercharged him, turning him into a real threat.
* MythologyGag: When we first see Electro in his debut episode, he's in his classic green and yellow star-masked costume. After Spider-Man accidentally supercharged him, he turns into a new version of himself that looks closer to his Ultimate incarnation.
* PoweredArmor: [[spoiler:Gets one in ''Return of the Sinister Six''.]]
* PowerIncontinence: The heroes defeat him by exploiting his inability to process all the information he has access to.
* PsychoElectro: Even more so after his upgrade.
* ShockAndAwe: Taken UpToEleven after Spider-Man [[FeedItWithFire uses taser webbing on him]].
* SuperMode: After getting supercharged by Spider-Man.
* TookALevelInBadass: As Electro 2.0.
* UnexplainedRecovery: It's never explained how he got his 2.0. form back after his introduction episode. Spider-Man doesn't even seem surprised about it.
* VillainTeamUp: Becomes a member of the Sinister Six.
* WithGreatPowerComesGreatInsanity: He definitely snaps after getting upgraded.

! Rhino/[[spoiler:Alex]]
[[quoteright:344:http://static.tvtropes.org/pmwiki/pub/images/Ultimate-Spider-Man_Rhino_9114.jpg]]
[[caption-width-right:344: Nothing stops the Rhino!]]
-> Voiced by: Max Mittelman (Rhino), [[spoiler:Daryl Sabara (Alex)]]

* AnimalThemedSuperbeing: Duh.
* TheBrute
* CompositeCharacter: Possibly; he has the same name as Rhino in the comics, but his personality and motivation make him closer to [[http://en.wikipedia.org/wiki/Charlie_Weiderman Charlie Weiderman]], one of the Molten Men. He also looks strangely similar to the version of Seymour O'Reilly from ''TheSpectacularSpiderMan,'' though that also may be a coincidence.
* [[spoiler:DontYouDarePityMe: Sort of; Peter tried taking his defense in front of Flash and offered his friendship to him. He declined, arguing that Peter was only noticing him because he pitied him.]]
* DisproportionateRetribution: Granted, [[spoiler:Flash ''did'' bully Alex and was a horrible {{Jerkass}} to him, even more so than he used to be to Peter. But going as far as destroying his car, his ''home'', and even attempting to take his life is clearly overkill.]]
* DumbMuscle: Each time he drinks the mutagen that transforms him, [[spoiler:Alex]] becomes dumber and more aggressive, to the point that he has difficulty putting words together into actual sentences. Surprisingly, it makes him creepier by showing [[WithGreatPowerComesGreatInsanity how much effect the mutagen has on him]].
* FromNobodyToNightmare: [[spoiler:Was a nerd who was picked on by Flash, but when he drinks Oscorp chemical compound (rhino mutagen), he turns into a nigh unstoppable juggernaut that can even hurt Power Man.]]
* HulkSpeak: As a result of the Mutagen.
** NoYou: Spidey explaining to him the concept of HeWhoFightsMonsters gets the response of "I monster you!".
* TheJuggernaut
* LightningBruiser: Strong enough to seriously injure ''Power Man''. Ridiculously fast for his size.
* MagicPants: For some reason, his clothes remain undamaged and transform with him when he turns into the Rhino, and then back again. Even his watch reappears.
* MotiveDecay: He had a perfectly understandable motivation in his introduction episode. Comes ''The Sinister Six'', he is portrayed as nothing but a mutagen addict who agrees to join Octopus' team in exchange of more serum.
* MythologyGag: He looks like [[VideoGame/TheAmazingSpiderMan The Amazing Spider-Man Video Game]] version of the Rhino.
* [[spoiler:{{Nerd}}: His true identity, Alex, is one at Peter's school.]]
* NighInvulnerable
* NotSoDifferent / ShadowArchetype: With Peter/Spider-Man, of all people. Both are [[spoiler:unpopular smart kids from the same school who got mutated by Oscorp Mutagen (though Spidey got luckier); both got bullied by Flash]]; And Rhino even admitted that he wanted to be like Spider-Man, hence why he started drinking the mutagen. The difference is that [[spoiler:Peter went on to use his powers as a hero and tried to help Flash be a better person, while Alex took the path of revenge and raised his hatred of Flash to creepily psychotic levels.]]
* PoweredArmor: [[spoiler:Gets one in ''Return of the Sinister Six''. He even gets treads.]]
* {{Revenge}}: His main motivation.
* SuperStrength
* SuperToughness
* VillainTeamUp: Becomes a member of the Sinister Six.
* WithGreatPowerComesGreatInsanity

! Kraven The Hunter
[[quoteright:340:http://static.tvtropes.org/pmwiki/pub/images/Ultimate-Spider-Man-Kraven_1957.jpg]]
[[caption-width-right:340: "I am Kraven the Hunter. What I hunt, I consume. And what I consume, I become."]]
->Voiced by: DiedrichBader

* [[spoiler:{{Animorphism}}: When he finally gets his hand on the Tiger Amulet, he eventually ends up unable to control it, causing it to overwhelm him and turn him into a tiger-man. He turns back to normal after he lost it.]]
* {{Badass}}
** BadassBaritone
** BadassBeard
** BadassMustache: Lampshaded by Spider-Man.
** BadassNormal: Doesn't seem to have any superpowers when first seen. He's still able to take down three of Spider-Man's teammates before standing easily against both him and White Tiger.
* BeardOfEvil
* CrazyPrepared: He seems to have a specific weapon, trap or gimmick for almost every enemy or situation, including weapons to deal with all of Spider-Man and White Tiger's teammates.
* [[spoiler:DrunkWithPower: He clearly loses it when he gets the White Tiger Amulet and uses it on himself.]]
* EgomaniacHunter: A staple for the character.
* EvilSoundsDeep
* InTheHood: His furcoat has a hood that he wears over his face the first time we see him.
* HeroKiller: Aside from easily defeating all protagonists but Ava and Peter, [[spoiler:he actually killed the previous White Tiger.]]
* HuntingTheMostDangerousGame
* HuskyRusskie
* KnightOfCerebus: For White Tiger, much like how Nightmare was one for Iron Fist.
* LaserBlade: His spear and knife have glowing red blades.
* PragmaticVillainy: He easily defeats Power Man, Iron Fist and Nova, but doesn't kill them so he can use them as bait to lure White Tiger into a trap.
* PoweredArmor: [[spoiler:Gets one in ''Return of the Sinister Six''.]]
* [[spoiler:WithGreatPowerComesGreatInsanity: The Tiger Amulet has this effect on him, even before it overwhelms him.]]
* VillainTeamUp: Becomes a member of the Sinister Six.
* [[spoiler:YouKilledMyFather: He's responsible for the death of Ava's father.]]

! Scorpion
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/scorpionscaled_7416.png]]
[[caption-width-right:300:]]
-> Voiced by: Creator/DanteBasco

Iron Fist's spirit brother from K'un-L'un. Decidedly more arrogant and violent than Danny.

* ArrogantKungFuGuy: Like you wouldn't ''believe''... it eventually becomes his undoing.
* AintTooProudToBeg: First begs Spider-Man to help him out of the illusion. Then after being [[CurbStompBattle curb stomped]] by Danny, he's reduced to begging for mercy. He gets exiled.
* BadassNormal: Has no superpowers, yet can fight evenly with both Spider-Man and Iron Fist.
* BewareMyStingerTail: [[spoiler: As a member of the Sinister Six, his PoweredArmor has a scorpion tail like his namesake.]]
* CainAndAbel: The Cain to Danny's Abel.
* CombatPragmatist: Will dip his blade with poison to get the edge in battle.
* CompositeCharacter: He is a of mix of Scorpion and the Iron Fist villain Davos he is also a hook weapon user like [[ComicBook/UltimateSpiderMan Maximus Gargan]].
* DangerouslyGenreSavvy: You have to admit that his plan to get Danny out of the contest and be the king of K'un-L'un by default was quite clever. The only reasons he failed was because Spider-Man served as a SpannerInTheWorks, and Danny [[GenreSavvy already knew it was him]].
* {{Expy}}[=/=]ShoutOut: A ninja with a grappling hook that's named Scorpion? [[MortalKombat Hmmm...]]
* FatalFlaw: {{Pride}}, with a nice side helping of {{Greed}}.
* {{Foil}}: To Iron Fist. Both are skilled martial artists, but where Danny is kind, humble, and has a sense of honor, Scorpion is an arrogant, self-centered blowhard who cares only for himself and will gladly fight dirty to get what he wants. He's a dark reflection of what Danny would be if he let himself be controlled by his pride.
* {{Hypocrite}}: Constantly berates Danny for dishonoring K'un-L'un by consorting with outsiders. This from the guy who poisoned Danny to keep him from the contest.
* InNameOnly: Bears no resemblance (story or appearance wise) to any of the various Marvel villains named Scorpion. He does however have many similarities with the Iron Fist villain Steel Serpent/Davos.
** The scorpion tail flail is lifted from Maximus Gargan, the Ultimate Marvel version of Scorpion (a Mexican mobster with unbreakable skin and aforementioned flail but no costume; more of a criminal than a super-villain).
* PoisonousPerson: Uses a special poison that inflicts blindness.
* PoweredArmor: [[spoiler: In Return of the Sinister Six, he gets powered armor like the rest of them. It makes him look more like the the original 616 version.]]
* RaceLift
* SequelHook[=/=]{{Foreshadowing}}: Scorpion is exiled from K'un-L'un and will likely seek vengeance against Spider-Man and Iron Fist. [[spoiler:In episode "The Lizard" one of Doc Ock animal DNA samples had scorpion label and scorpion was featured in Ock's evil petting zoo ImagineSpot, along with vulture, hinting that Scorpion may become a animal-mutant later on the series and may become member of Sinister Six and also suggests that Vulture will debut at some point.]]
* SmugSnake: More like smug scorpion, but still...
* TryingToCatchMeFightingDirty: Isn't above using poison to win his fights.
* UngratefulBastard: His response to Spider-Man rescuing him from the illusion? To flip out that an infidel dared to touch him.
* VillainousBreakdown: After Spider-Man is declared the winner, he flips out and attacks Danny. After being beaten by Danny, he's reduced to begging. It's quite satisfying.
* VillainTeamUp: [[spoiler: He teams up with the Sinister Six.]]
[[/folder]]

[[folder: Villains]]

!{{Taskmaster}}
[[quoteright:324:http://static.tvtropes.org/pmwiki/pub/images/Taskmaster_1_8216.png]]
[[caption-width-right:324:]]
->Voiced by: Creator/ClancyBrown

* AcademyOfEvil: His second appearance shows him at one of his facilities.
* AwesomenessByAnalysis
* {{Badass}}
** BadassBaritone
** BadassNormal: If you exclude his photographic memory, he's just a regular man with a lot of equipment. Doesn't prevent him from easily defeating Iron Fist in hand-to-hand combat. Even Spider-Man and White Tiger had trouble against him and had to get him in the dark to defeat him.
* BountyHunter
* CombatPragmatist: He ''revels'' in this.
--> '''Spider-Man''': Anyone ever tell ya copying is cheating?\\
'''Taskmaster''': I call it ''winning''.
* CoolMask
* CrazyPrepared: Someone saw his face behind the mask? Turns out that it was a mask as well.
* EvilSoundsDeep: He ''is'' voiced by Creator/ClancyBrown.
* InTheHood
* KnightOfCerebus: He's one of the villains that's a genuine threat.
* [[SkullForAHead Skull For A Mask]]
* VillainTakesAnInterest: Towards Spider-Man; he sees potential in Spidey and would like to take him as an apprentice, although he decides it's no longer worth it during their next meeting.
** [[spoiler:In Season 3's ''"Agent Venom"'', when Taskmaster notices the Venom Symbiote bonded to Flash, he remarks at his dark potential and tries to recruit him too. When he offers, Flash answers by striking back, so he decides to electrocute the Symbiote off of him and "give it to someone more worthy" before Spider-Man intervenes and the two knock him into the sea. He flees, but is later shown hacking and obtaining a copy of the file on the new teenage Heroes...]]
** [[spoiler:At the end of the following episode, ''"Cloak and Dagger"'', we learn that he has already successfully recruited both Cloak and Dagger, feeding into their general mistrust of others as a means of keeping them away from Spider-Man and Shield.]]
* WeCanRuleTogether: Made this offer to Spidey. The webslinger refused.
* WhiteMaskOfDoom
* UnknownRival: To Norman Osborn, since they both share an interest in Spider-Man. Notably, Taskmaster is unknown ''on purpose'' since he voluntarily hid his interest.

! SelfDemonstrating/DoctorDoom
[[quoteright:347:http://static.tvtropes.org/pmwiki/pub/images/2244728-detail__1__1998.jpg]]
[[caption-width-right:347:[[BadassBoast Look upon me and tremble, for my face is the last you shall ever see. I am Doom.]]]]
->Voiced by: Creator/MauriceLaMarche

* ActuallyADoombot: The Dr. Doom that Spider-Man and the others captured turns out to be [[spoiler: several Doombots nested inside each other - which proceed to trash the SHIELD Helicarrier.]]
* AuthorityEqualsAsskicking: He's the ruler of Latveria.
* BadassCape
* TheComicallySerious: Not the character himself, but many of his appearances in Spidey's [[ImagineSpot Imagine Spots]] draw humor from him just being there.
* CoolMask
* TheDreaded: Spider-Man notes that Doom made his Spider-Sense go off WAY harder than usual. [[spoiler: And that was ActuallyADoombot.]]
* DoomyDoomsOfDoom
* EvilOverlord
* FrickinLaserBeams
* HandBlast
* InTheHood
* PoweredArmor
* ThirdPersonPerson
* XanatosGambit: [[spoiler: When the teen heroes attempt to attack Latveria in order to capture him, he sent them a Doombot and let it be captured so it could infiltrate the Helicarrier and destroy it. And even after the heroes destroyed it, it turns out that he took the opportunity to scan their moves and now knows all of their weaknesses.]]
** Even better? The heroes pulled a sneak attack with no planning, so he had no prep time.

!ComicBook/{{Loki}}
[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/char_69118_2278.jpg]]
[[caption-width-right:210:]]
->Voiced by: Creator/TroyBaker

* ArchEnemy: To Thor. Although he also developed a personal grudge against Spider-Man after their first encounter.
* BalefulPolymorph: Is extremely fond of inflicting this upon others - with every episode he appears being centered around him turning someone into something in order to defeat/humiliate them.
* CainAndAbel: The Cain to Thor's Abel, obviously.
* TheChessmaster: Manipulates the rules of the Asgardian Boar Hunt to get the Hunters to try to take out "Spider-Ham". [[spoiler: He doesn't count on Thor and SHIELD going so far to defend Spidey, though.]]
* ComicBookFantasyCasting: He looks quite similar to Creator/TomHiddleston.
* DeadpanSnarker
* DenserAndWackier: The currently best-known version of Loki as portrayed in the comic, movie and [[WesternAnimation/TheAvengersEarthsMightiestHeroes cartoons]] is a vicious [[TheChessmaster chessmaster]] whose plans typically involved very elaborated schemes to murder Thor, steal Odin's powers WorldDomination and at least once genocide. While this one retain some of those goals, he usually rather focus on petty acts of revenge and relies on goofy BalefulPolymorph curses rather than large-scale manipulations.
* EvilBrit
* EvenEvilHasStandards: Even he wouldn't spit in a hotdog before giving it to someone he dislikes.
* FatalFlaw: Like his brother, Loki is pretty arrogant himself.
* FauxAffablyEvil
* [[spoiler:FreakyFridayFlip: Does a rather ingenious one in the Season 3 two-part premiere, ''"Avenging Spider-Man"''. After gaining Spidey's body, he leads an army of Venom-powered monsters before then switching back to his own body (after Spidey inadvertently hurts his own body) and pretends to still be Spider-Man stuck in Loki's body just as the Avengers arrive. You gotta give it to Loki; that was smart.]]
* IfYouWontIWill: In "Run Pig Run," after Spidey evades the boar hunters until sunset, when the hunt ends, Loki is so furious that he violates the Asgardian laws by trying to do Spidey in himself, only to get punched out and taken into Asgard's custody for his troubles.
* {{Irony}}: [[spoiler:Loki mocks Thor about his arrogance, but later Spider-Man uses Loki's own ego against him.]]
* MasterOfIllusion: He disguises himself as a hot-dog vendor to get Peter to eat a hot-dog that turns Peter into Spider-Ham in "Run Pig Run" and spends the episode taking on many forms to help the hunters either find Spider-Ham or just give Pete a worse day than he already has.
* PhysicalGod
* TheTrickster
* {{Troll}}: Some of the things he does are purely ForTheEvulz, in particular his revenge gambit against Spider-Man.

! Sabertooth[=/=]Victor Creed
[[quoteright:299:http://static.tvtropes.org/pmwiki/pub/images/Sabretooth_USM_003_9369.png]]
[[caption-width-right:299:]]
->Voiced by: Peter Lurie

* ArchEnemy: To Wolverine. Parodied in a Cutaway Gag, where Dr Samson tries to have him and Wolverine in therapy, which ends up with the two of them fighting each other again.
* AxCrazy
* TheBerserker
* BloodKnight: Even more aggressive than Wolverine.
* EvilSoundsDeep
* FangsAreEvil
* GutturalGrowler
* IAmAHumanitarian: To quote Wolverine: "He eats anything he doesn't like. And he doesn't like ''anything''."
* NamesToRunAwayFromReallyFast
* NaturalWeapon: His [[WolverineClaws claws]].

! Nightmare
[[quoteright:210:http://static.tvtropes.org/pmwiki/pub/images/char_73402_4841.jpg]]
[[caption-width-right:210:]]
->Voiced by: Creator/MarkHamill

* ArchEnemy: To Dr. Strange.
* [[spoiler:AsLongAsThereIsEvil]]
* DangerouslyGenreSavvy
* DreamWeaver[=/=]DreamStealer
** YourWorstNightmare: Inflicts these.
* DreamLand: Dwells in the dimension of dreams.
* EvilCannotComprehendGood: [[spoiler:He thought Spider-Man saw his Uncle's death as his greatest failure, and failed to understand that this memory was precisely what motivated him into being a superhero in the first place.]]
* EvilLaugh
* EvilSoundsDeep: Or at least he does until he's defeated. When he does, his voice basically reverts to MarkHamill's [[SelfDemonstrating/TheJoker Joker]] voice.
* HumanoidAbomination
* KnightOfCerebus: His episode was the one where Iron Fist's origins and major insecurities came to light.
* MeaningfulName
* NamesToRunAwayFromReallyFast
* OneWingedAngel: Gets FacialMarkings and FlamingHair after [[spoiler: defeating Dr. Strange.]]
* PowerEchoes
* RealityWarper: Within the Dream Dimension.
* [[spoiler: SealedEvilInACan: Is eaten by the aforementioned EldritchAbomination, but Dr. Strange says he will return [[AsLongAsThereIsEvil as long as there are nightmares]].]]

! Scorpio[=/=][[spoiler:Max Fury]]
[[quoteright:334:http://static.tvtropes.org/pmwiki/pub/images/Scorpio_USM_01_5544.png]]
[[caption-width-right:334:]]
->Voiced by: Phil Morris

* AllYourBaseAreBelongToUs: The whole premise to his episode.
* AntiVillain: Hinted to be a Type II.
* {{Badass}}: He and his troops were able to take over the SHIELD Helicarrier and capture Fury.
* CainAndAbel: The Cain to [[spoiler: Nick]]'s Abel.
* InTheHood
* RaceLift: First time he shares [[spoiler: his brother's change from white to black]].
* {{Revenge}}: His motive for attacking SHIELD.
* WaveMotionGun: The Scorpio Key, one of the top 10 most dangerous weapons known to man.
* WesternZodiac: He and his LegionOfDoom, [[ExactlyWhatItSaysOnTheTin Zodiac]], base their outfits off of this.

! Sandman[=/=]Flint Marko
[[quoteright:299:http://static.tvtropes.org/pmwiki/pub/images/120803mag-Sandman1_300x206_5547.jpg]]
[[caption-width-right:299: DON'T CALL ME SANDMAN!]]
->Voiced by: Creator/DeeBradleyBaker

* AntiVillain: Type II.
* AdaptationalBadass: While mainstream Sandman never was a joke, this version takes it to new levels, as he's so dangerous that [[spoiler:him reaching New York could actually cause a major crisis, and Fury had to imprison him on an island instead of sending him to a regular jail.]]
* AdaptationalVillainy: Like all previous incarnations of Sandman, he does have some shade of WoobieDestroyerOfWorlds; However, he's clearly much more crazy and psychotic than any of his previous incarnations, both in the comic and animated-wise.
* BerserkButton: "DON'T CALL ME SANDMAN!"
* BrattyHalfPint: Initially appears as one.
** CreepyChild: Lampshaded by Nova.
* DishingOutDirt
* DoNotCallMePaul: Inverted; he ''wants'' to be called by his real name rather than Sandman.
* [[spoiler: GeniusLoci: Becomes one with the island he was imprisoned on.]]
* [[spoiler:GoMadFromTheIsolation: He ended up completely nuts after being imprisoned alone on an island for years.]]
* HeelFaceDoorSlam: He tried, and showed potential, but ultimately failed to redeem himself. It's a shame.
* OneWingedAngel
* MultiArmedAndDangerous: He can spawn arms out of the ground.
* PsychopathicManchild: He just wants to "play".
* SlasherSmile
* [[spoiler:SplitPersonality: "Sandy" is Flint's ImaginaryFriend made real.]]
* VoluntaryShapeshifting

! Trapster[=/=]Paste-Pot Pete[=/=]Peter Petruski
[[quoteright:349:http://static.tvtropes.org/pmwiki/pub/images/Trapster_USM_001_1120.png]]
[[caption-width-right:349: Why don't ya stick around?]]
->Voiced by: Steven Weber

* ButtMonkey: Out of the Frightful Four, he's the one who gets the worst of it.
* TheChewToy
* BaldOfEvil
* GogglesDoNothing
* HoistByHisOwnPetard: He almost always gets covered by his own super glue.
* IncrediblyLamePun: Constantly makes ones about glue. You know how bad it is when even ''Spidey'' thinks they are lame.
* StarterVillain: The first villain introduced to the show, and part of the Frightful Four, who are altogether the first threat Spider-Man's team has to deal with.
* StickySituation: All the time.

! Batroc the Leaper
[[quoteright:320:http://static.tvtropes.org/pmwiki/pub/images/Batroc_5565.png]]
[[caption-width-right:320: Forward, flip, flip.]]
->Voiced by: Creator/RobPaulsen

* BadassMoustache: Averted; if anything, his mustache just looks absolutely ridiculous.
* BeardOfEvil
* ButtMonkey
* GratuitousFrench: Constantly.
* FrenchJerk
* GracefulLoser: At one point, when realizing he didn't stand a chance against Spider-Man, he willingly surrenders himself. [[spoiler:Too bad for him ,it actually was ''{{Venom}}'' he was fighting against...]]
** FridgeBrilliance: Batroc has always been portrayed as a French stereotype.
* HarmlessVillain: Probably the least dangerous villain in the whole show.
* IShallTauntYou
* JokeCharacter
* InASingleBound: Pretty much his only ability.
* YankTheDogsChain: In ''Electro'', he takes advantage of the general lack of electricity in the town, and starts going around stealing everywhere with the heroes failing to stop him. Needless to say, Electro easily upstages him and as soon as electricity comes back, they pay him back.

! Carnage/[[spoiler:Peter Parker]]
[[quoteright:340:http://static.tvtropes.org/pmwiki/pub/images/carnage_4_6070.jpeg]]
[[caption-width-right:340:Carnage RULES!!!]]
->Voiced by: Creator/DeeBradleyBaker

The Green Goblin turns [[spoiler:Peter Parker]] into Carnage by bonding him with the Venom symbiote. Carnage proceeds to CurbStompBattle Peter's team, but Harry reclaims the symbiote, becoming Venom again and returning Carnage to being [[spoiler:Peter]].

* AdaptationDistillation: Though not a straight adaptation of Ultimate Carnage, it retains a similar relationship with the Venom symbiote that it had in that comic. [[spoiler: To be precise, being more closely based on Peter Parker's biology as well as being absorbed to return Venom to full strength.]]
* TheBerserker: The first thing Carnage does is attack the Green Goblin and trash his lab.
* CombatTentacles: Projects black tentacles from his back that serve as his main means of offence.
* FangsAreEvil[=/=]MoreTeethThanTheOsmondFamily: Like Venom, like Carnage.
* GoryDiscretionShot: It's easy to miss, but when a cloud of dust is stirred up, several [=SHIELD=] agents are dragged into it and never come out. [[FridgeHorror And if he's anything like other versions of Carnage...]]
* LightningBruiser: Spidey's team notes that he has many improvements over Venom, and Carnage practically paints the walls with both many SHIELD troops as well as the team itself.
* OverlyLongTongue: Just like Venom's.
* PrimalStance: Maneuvers on all fours.
* RedAndBlackAndEvilAllOver: Though when the symbiote first bonds to [[spoiler: Peter]] the red and black are inverted
* ShoutOut: It's fighting style appears to be lifted from the VideoGame/UltimateSpiderMan and SpiderManShatteredDimensions video-games--using tendrils from its back and shoulders to move around, a pouncing and charging attack pattern, bouncing off both surfaces and heroes themselves. Several moves it does (for instance, using the tendrils to sling itself forward into an enemy before bouncing off said enemy and back on its feet) are almost exactly the same as moves used in the videogame.
* SpikesOfVillainy: Can form spikes all over his body as a defense mechanism.
* TheSymbiote: Created when the Green Goblin bonds the Venom symbiote to [[spoiler:Peter Parker.]]
* [[spoiler: SuperpoweredEvilSide: To Peter Parker.]]
* WeHardlyKnewYe: [[spoiler: Gets approximately three minutes of screen time before Harry reclaims the symbiote and becomes Venom again.]]

! Man-Wolf
[[quoteright:330:http://static.tvtropes.org/pmwiki/pub/images/man-wolfscaled_7072.png]]
[[caption-width-right:330:]]
->Voiced by: Creator/NolanNorth

An alien crystal turns [[spoiler: John Jameson]] into a werewolf on the moon.

* AnimalThemedSuperbeing: Wolves, naturally.
* AntiVillain
* BatmanCanBreatheInSpace: Man-Wolf has no trouble whatsoever running along the moon's surface without a spacesuit.
* ClingyMacGuffin
* CoolSword
* EvilAlbino: A white-furred, red-eyed werewolf.
* IAmNotMyFather
* IKnowYoureInThereSomewhereFight
* LightningBruiser: Strong enough to take on the team single-handed. Fast enough to outrun Spider-Man.
* TheMindIsAPlaythingOfTheBody
* NiceGuy
* OurWerewolvesAreDifferent: For starters, this one can breathe in space and is created via an alien crystal.
* ResistTheBeast: [[spoiler: John]] tries to and actually succeeds temporarily.
* SpikesOfVillainy: His armor has what looks like a bandolier of spikes on it.
* SuperStrength: He throws most of the team around like ragdolls for most of the episode.
* SuperToughness
* TransformationTrinket

! Swarm/Michael Tan
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/swarmscaled_8571.png]]
[[caption-width-right:300:]]
-> Voiced by: Eric Bauza ("Swarm"), DrakeBell ("Sandman Returns")

A former researcher at Stark International. An attempt to mentally control machines resulted in his consciousness inhabiting Spider-Man's Spider-Tracers.

* AGodAmI: Constantly refers to himself as the future.
* AxCrazy: How crazy he was before is debatable, but he gets crazier as Swarm.
** WithGreatPowerComesGreatInsanity: Noted by Spider-Man when he briefly refers to himself as we.
* AsianAndNerdy
* CreateYourOwnVillain: Is created by both Tony Stark firing him and Peter using the latter's tech to upgrade his tracers. Lampshaded by Tony.
* EvilSoundsDeep: After becoming Swarm.
* MeaningfulName: He's a ''swarm'' of self replicating Spidey Tracers.
* RaceLift: Goes from a German named Fritz to an Asian named Michael.
* SmallNameBigEgo: He thinks he's the next big thing in science, even calling Tony Stark a "relic". In reality, he's just a researcher with an attitude problem.
* SmugSnake: In ''spades''.
* TheSociopath: As Tony so eloquently puts it:
-->'''Tony Stark:''' You're a self-centered egomaniac with no regard for the safety of others.
* SupernaturalGoldEyes: As Swarm.
* ThatManIsDead: An odd variation. He begins to say that Michael Tan no longer exists, but Spidey's the one who names him Swarm. Of course he gladly took the name.
* TheWormThatWalks: Though different from his usual body, as he's made up of Spidey-Trackers instead of bees.

! Michael Korvac
-> Voiced by: JamesMarsters

Insane galactic conqueror and ruler of the Chitauri.

* CoolChair: A hover chair with tons of guns in it.
* GalacticConqueror
* InNameOnly: Shares very little similarities to the Korvac of the comics.

! Dracula
-> Voiced by: CoreyBurton

King of the vampires.

* {{Dracula}}
* EvilAlbino
* UndeathlyPallor: Bluish pale.

[[/folder]]
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