%% PLEASE READ BEFORE EDITING Zero context examples, spoiler tagged trope names, and completely spoiler tagged entries go against wiki policy.

Character sheet for the ever-expanding, colorful cast of Spider-Man's [[ComicBook/UltimateSpiderMan ultimate incarnation]].

[[foldercontrol]]

!Main characters from Volumes 1 & 2

[[folder:Peter Parker / Spider-Man]]
!!Peter Benjamin Parker[=/=]Spider-Man
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/UltimatePeter_7025_resized_6400.jpg]]

Bitten by a genetically-enhanced spider and given powers as a result, Peter went on to utilize his new abilities as a show wrestler. After letting a burglar escape in a moment of spite, eventually resulting in the death of his beloved uncle Ben, Peter took a vow to use his powers to protect and defend the innocent as Spider-man.

The Ultimate version of Peter Parker is a still growing young teenager, unlike his current 616 counterpart, facing many of the mainstream version's foes while still in high-school. As a result, he is smaller and weaker than 616-Peter, but stands out in the Marvel Universe for his good (if naive) heart and pure intentions, as well as his utter determination to do the right thing.

----

* {{Adorkable}}: Just as dorky and awkward as you would expect.
* AlliterativeName: He's a re-imagining of the trope codifier in comics. ''P''eter ''P''arker.
%%* AlwaysSaveTheGirl
%%* AmbiguouslyJewish
* AnimalMotifs: He calls himself Spider-Man for a reason.
* TheAtoner: Everything he does is to make up for his failure to save his beloved Uncle Ben.
* {{Badass}}: He {{trash talk}}s and beats up anyone and everyone thats on his bad side or evil and is more impulsive and rebellious.
* BackFromTheDead: On the last page of ''Miles Morales: Ultimate Spider Man'' #1, [[spoiler:Peter shows up demanding that Miles return his web shooters and relinquish the identity of Spider-Man]].
* BadassBookworm: He's one of the smartest kids in his class, at one point snapping at a professor that he could teach better than him.
** According to the Ultimate Doomsday arc, Peter was supposed to take a test and find out that he had the IQ of 145.
* BerserkButton: Outside of messing with his family, the thing that really ticks Peter off is when you're an authority figure who tries to withhold information from him.
* BewareTheNiceOnes: You '''DO NOT''' want to threaten his loved ones. The results will not be good for you.
%%* BigDamnHeroes
* BoxingLessonsForSuperman: Discussed with MJ after his first fight with Doc Ock.
* BreakoutCharacter: To explain, Ultimate Spider-Man was originally just supposed to be a Mini-Series; a modern reinterpretation of the Spider-Man Origin. Similar to ''SpiderGirl'', sales were so phenomenal that Marvel decided to create an entire new universe. For while as well, sales of Ultimate Spider-Man completely '''eclipsed''' the sales of Amazing Spider-Man (the actual Flagship Title.)
* BrilliantButLazy: Summed up perfectly here.
-->'''Teacher:''' Excuse me, Mr. Parker, where are you going?\\
'''Peter Parker:''' Bathroom.\\
'''Teacher:''' You sit down right this--\\
'''Peter Parker:''' Or what? You'll fail me? I could '''''teach''''' this class.
* BrooklynRage: The quintessential New York superhero.
* BuffySpeak: Almost more than 616!Peter. And that's saying something.
* ButtMonkey: He's suffered a lot, and in the rare moments something good happens to him in most cases it's temporary.
* BuildingSwing: As usual, he uses his webs to get around in this manner.
* CarFu: Once put down Omega Red by dropping a fork lift on him.
** [[spoiler:While bleeding out from a gunshot wound, he beats the Green Goblin to death with a truck.]]
* ClarkKenting: Absolutely [[AvertedTrope averted]]. Just about every major villain in his rogue gallery learns who he is at some point in the story. Nearly everyone in his supporting cast (save for Flash Thompson) learns as well.
* CluelessChickMagnet: A great deal of the female superheroes (and a few supervillains) he's met have been attracted to him.
* ComesGreatResponsibility: Part of the motto he inherited from his uncle, and the reason he does what he does.
%%* CoolLoser
%%* CursedWithAwesome
* DeadpanSnarker: Peter [[YouFightLikeACow incorporates this into his fighting]] to distract his opponents and get them to slip up.
* {{Deconstruction}}: Shares this aspect with the original's early days. Ultimate Pete learns a lot about the realities of being a teen hero, especially when Government-sponsored heroes are nearby and could easily track him down.
* {{Determinator}}: Even when he's over his head, he keeps going.
* DiggingYourselfDeeper: When Johnny walks in the door proclaiming he made out with a hot female superhero, Peter gives a rundown of all the attractive heroines he's met - much to the displeasure of Gwen, who was his girlfriend at the time.
* DorkKnight: He is a nerd and gets picked on at school for it, but he's still a ''superpowered'' nerd who if he wanted could easily beat up said bullies.
%%* DoomMagnet
* DudeWheresMyRespect: He's arguably Marvel's definitive example of this trope, and [[UpToEleven somehow an even worse example than the main-continuity version.]] The Ultimates, with the exception of Iron Man and Thor, find him an annoying wannabe and dismiss him out of hand, Daredevil once beat him up for trying to fight crime, and Carol Danvers outright resents his very presence in New York.
-->'''Captain America:''' ''(after just telling Peter at length why he's a bad super-hero)'' This isn't going to be easy for you to hear--\\
'''Spider-Man:''' You're about to say something even more insulting?
* DyingMomentOfAwesome: Has one during [[spoiler:his final battle with the Green Goblin]].
* ExpressiveMask: His eye lenses often change shape to convey emotions.
* FailureHero: He is driven to heroism by his failure to save Uncle Ben [[spoiler:and protect the original Gwen Stacy]].
* FireForgedFriends: With most of the other teenage superheroes.
* FragileSpeedster: Less so than the mainstream version, but he's just as agile and can still hit like a truck.
* GeniusBruiser: He's the smartest kid in his class, but hits like a truck.
* GuiltComplex: Exploited for all the angst its worth and even lampshaded.
--> '''Peter''': I feel bad.
--> '''Mary Jane''': Yeah but that's your default setting.
* HeroWithBadPublicity: Until [[spoiler:J. Jonah Jameson writes an article taking back everything he said about Spider-Man, after seeing him selflessly trying to save as many people as he could during ''{{Ultimatum}}'']].
* HeroicSacrifice: Peter [[spoiler:took a bullet for Captain America, and when the Sinister Six attacked his home proceeded to fight them all off before dying]].
* HippieParents: Uncle Ben and Aunt May raised him. This shapes his outlook a bit especially when asked why he does not use his Spidey fame for profit and why he is reluctant to join SHIELD.
* HollywoodDateless: Averted: if you were to pick up a random issue of the series, chances are Peter ''will'' have a girlfriend.
** Times without a girlfriend? After the Public Scrutiny arc(Ultimate Spider-man #32), MJ broke up with him. It is temporary as they get back together 9 issues later.
* HormoneAddledTeenager: Lampshades it in the third Annual.
-->'''MJ:''' You want to.\\
'''Peter:''' Oh I do.\\
'''MJ:''' You're a guy.\\
'''Peter:''' Yes. Card-carrying pig, right here.
* HotBlooded: Peter, when stressed out or angry, tends to act extremely impulsively. [[spoiler:Rather tragically ends up being his FatalFlaw.]]
* MessianicArchetype: Arguably of the UltimateMarvel Universe. In a world full of [[AntiHero anti-heroes]] and [[HeroicNeutral Heroic Neutrals]], Spider-Man is perhaps the only hero who does good for the sake of good. This gets lampshaded during ''{{Ultimatum}}'' and outright confirmed in ''Ultimate Fallout''.
* MotorMouth: Doesn't pause his mid-fight [[YouFightLikeACow quipping]] to breathe.
* [[MySisterIsOffLimits My Opposite-Sex Clone Is Off Limits]]: Was so disgusted by the idea of Johnny Storm making out with Jessica Drew that he ran out the door and spent the rest of the night beating up crooks while screaming internally.
* NerdsAreSexy: He's quite the ChickMagnet considering he's a complete dork.
* NotQuiteDead: As of ''Miles Morales: The Ultimate Spider-Man'', [[spoiler:he's back and not happy... although it could be a clone]].
* OrdinaryHighSchoolStudent: He was a student at Midtown High before getting his powers.
* TheParagon: He inspired Miles to take up the mask [[spoiler:after his death. On a grander level, the rest of the superhero community considers him, untrained as he is, to be potentially a greater hero than any of them, and SHIELD takes to training him to fulfill these expectations.]]
* ParentalAbandonment: [[{{Nephewism}} Leaving him with Ben and May]]. Interestingly, we're given conflicting accounts of how it happened; either Mary & Richard died [[spoiler:when Bruce Banner first transformed into the Hulk]] when Peter was a baby, or in a plane crash with Eddie Brock's parents when Peter was a boy. Marvel Wikia maintains that the latter is just a cover, though the [[VideoGame/UltimateSpiderMan video game]] treated that supposed cover story as real and used it as a plot point.
* ReluctantHero: Averted. Peter Parker may have had his resolve questioned, but he never retired or quit from the job in spite of being told to repeatedly. This is completely different from his 616 counterpart.
* SadClown: One of the reasons he cracks so many jokes is to disguise how scared and miserable he is.
* SaveTheVillain: Truly noble on Peter's part to want to save even his worst enemies. In Ultimate Enemy #2, he saw Doctor Octopus in trouble and went out to save him. Jessica Drew tried to stop him and argued that Ock has done nothing but tried to ruin their lives and he deserves to die. Peter disagrees.
--> '''Peter:''' We '''help''' everyone!
* SmallStepsHero: During ''Ultimatum'', after New York is decimated by a tidal wave, almost every remaining hero runs off to save the world from Magneto and Dr. Doom. Spider-Man stays in New York to save '''people''', diving into the water to search for survivors.
* SociallyAwkwardHero: Much like his predecessor, Peter was this in the Ultimate Universe. Unlike his predecessor, this Peter Parker did not become less socially awkward progressively due to character development instead of becoming more mainstream.
* StealthExpert: Tailed Nick Fury without being noticed for two hours sans costume, ''after'' getting beaten up by Venom.
* SuperpoweredEvilSide: The two times Peter wore the Venom Suit it functioned as this. The first time it slowly inflicted UnstoppableRage; and HorrorHunger on him, and the second time it outright pulled a DemonicPossession until being removed by the Ultimates.
* SuperpowerLottery
** AllWebbedUp: Spider webs make a return, of course, though he doesn't get to be quite as creative with them as the 616 version.
** HealingFactor: He recovers from injuries faster than normal.
** SuperToughness: He has been electrocuted and thrown off a building on one occasion, and being good to fight soon after.
** SpiderSense: Notably less effective than the 616 version, though still very serviceable in a fight.
** SuperReflexes: He can dodge bullets with the help of his SpiderSense.
** SuperSpeed: He can outrun cars when he gets going.
** SuperStrength: Though he is smaller and weaker than his 616 counterpart, with most estimates putting him as only half as strong.
** [[RequiredSecondaryPowers Superhuman Agility and Dexterity]]
** WallCrawl: He can cling to any surface.
* TheHeroDies: Pete's shot by a sniper and [[spoiler:slowly bleeds out while fighting the Sinister Six, dying just after seemingly killing the Green Goblin]].
* TeenGenius: He's 15 and one of the smartest people in the Ultimate Universe. It's one of the reasons Nick Fury wants to recruit him.
* TookALevelInJerkass: When he confronts [[spoiler:Miles Morales his reaction is the exact opposite of 616 Peter's: instead of acknowledging Miles as a worthy successor, he screams that Miles should have never become Spider-Man, beats him up, and takes his old web shooter's back]]. This confrontation appears to be leading into an arc that [[spoiler:takes inspiration from the original ''TheCloneSaga'', with the two of them clashing over who is the real Spider-Man and whether Peter is a clone while the Green Goblin tries to kill them both]].
%%* TranquilFury
* TricksterArchetype: Especially with the Kingpin.
* TrueCompanions: By the time of ''[[TonightSomeoneDies The Death of Spider-Man]]'', Peter has built up a small circle of [[SecretKeeper Secret Keepers]] and fellow teen heroes that qualify as this.
* UnexplainedRecovery: Absolutely no explanation is given for his [[spoiler:sudden resurrection, although Miles, GenreSavvy as he is, dials "[[CloningBlues clone]]" as his first conclusion.]]
%%* UnluckyEverydude
* UnpopularPopularCharacter
** InUniverse example. Spider-Man is almost consistently feared and distrusted by the masses. [[spoiler:Before ''{{Ultimatum}}'', anyway]].
** Same with Peter Parker, with his circle of (non-superhuman) friends consisting of Mary Jane, Gwen, Liz & Kong - as evidenced by the "Venom" & "Warriors" arcs in which Peter & Mary Jane have broken up, Liz & Kong are more Mary Jane's friends than Peter's.
* VindicatedByHistory: Zig-zagged InUniverse, but Spider-Man is eventually consistently well-liked [[spoiler:after his death.]]
* WouldHitAGirl: Being a girl villain does not mean he will not beat you up and leave you hanging from a streetlight for the cops.
* YiddishAsASecondLanguage: Here moreso than other versions.
* YouFightLikeACow: The master of this trope.
[[/folder]]

[[folder:Ben Parker]]
!!Ben Parker

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* AdaptationalAttractiveness: Much younger and better looking than his mainstream counterpart.
* CoolUncle: Stepped in when Peter was being openly bullied by Flash and got him to stop.
* HippieParents: It was how he met May, when he was living at a commune. He's moved on since then.
* ILetGwenStacyDie: Peter feels he could've prevented Ben's death, which has a ring of truth to it this time around.
* IWasQuiteTheLooker: We see a younger-looking Ben in one issue. He was ''ripped''.
* KilledOffForReal: [[DeathByOriginStory Naturally]].
* ParentalSubstitute: He was like a father to Peter.
* ProperlyParanoid: He told his brother Trask couldn't be trusted. He was right.
* RedOniBlueOni: The blue oni to May's red, when they're lecturing Peter.
* ShipperOnDeck: Definitely could tell there was something going on with Peter and MJ.
* WithGreatPowerComesGreatResponsibility: Told Peter this, though this time around the phrase originated with Peter's dad.
[[/folder]]

[[folder:May Parker]]
!!May Parker
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/UltimateAuntMay_8965_resized_3989.jpg]]

----

* BewareTheNiceOnes: She shoots Electro for attacking Peter.
* DidYouJustPunchOutCthulhu: She completely tore a strip off of J. Jonah Jameson for firing Peter. Oh, and she [[spoiler:shot [[PsychoElectro Electro]] in the spine!]]
* FanOfTheUnderdog: At first, she's violently against Spider-Man, decrying him as a coward (right to Peter's face, no less). This changes once she finds out the truth.
** [[spoiler:Surprisingly, she is rather supportive of Miles and outright approves of him being Spider-man. She even let him have Peter's webshooters.]]
* GrannyClassic: She has the looks (originally), but unlike her mainstream counterpart is tech savvy.
* HippieParents: She was a hippie back in the day. Not so evident now.
* LockedOutOfTheLoop: Doesn't learn Peter's Spider-Man until issue one hundred.
* MamaBear: She busted a cap in [[PsychoElectro Electro]]'s ass when he attacked Peter on their front lawn.
* [[NeverMessWithGranny Never Mess With Auntie]]: She may be a middle-aged woman, but she can handle herself.
* ParentalSubstitute: For Peter, and later Gwen Stacy, [[ComicBook/FantasticFour Johnny Storm]], and [[ComicBook/{{X-Men}} Bobby Drake]] as well.
* ProgressivelyPrettier: Under Mark Bagley's pencil she was a pretty generic 50 something old lady. As the series went on she got less wrinkles and more curvy. Then, when Stuart Immonen took over she looked like a twenty year old with white hair. Once David Lafuente became the penciler she went back to looking 50.
* TotallyRadical: No hanky panky under her watch!
[[/folder]]

[[folder:Mary Jane Watson]]
!!Mary Jane Watson[=/=][[spoiler:Demogoblin]]
[[quoteright:257:http://static.tvtropes.org/pmwiki/pub/images/UltimateMaryJane_30.JPG]]

----

* AbusiveParents: In accordance with her mainstream counterpart, but a different type of abuse.
* AndNowForSomeoneCompletelyDifferent: Mainly in tastes in men. She went from Dorky social outcast like Peter Parker to TallDarkAndHandsome GQ'esque model pretty boy.
* BadassBookworm: She's almost as much of a grade stickler as Peter and she [[spoiler:drove a truck into the Green Goblin]]. 'Nuff said.
* BettyAndVeronica: The Betty to Kitty's Veronica, and again to Gwen's Veronica.
* BigBraToFill: Averted unlike the 616 version. She is not as curvaceous as her 616 counterpart or most comic book damsels would be for that matter.
* BlondeBrunetteRedhead: She is the redhead to Kitty's brunette and Gwen's blonde.
* BreakTheCutie: Arguably the whole series is an exercise in breaking her as much as possible.
* BuffySpeak: Just as prone as Peter.
-->'''Mary Jane:''' And thus ends the [[ShapedLikeItself tyrannical tyranny]] that was my life.
* CarFu: To reiterate: She drove a truck into the Green Goblin.
* ClingyJealousGirl: Mary Jane has problems with this with Peter mainly because her father cheats on her mom frequently. So she is not necessary fond of new girls hitting on Peter. However, she does not take it out on the girls, but Peter.
* CompositeCharacter: She has shades of both 616!Mary Jane and 616!Gwen Stacy's personalities. Norman Osborn even [[ILetGwenStacyDie threw her over a bridge]] at one point, but unlike 616!Gwen, she was saved because Ultimate Peter had the wherewithal to dive after her when she was thrown and then web her.
* CoolBigSister: Acts as a non-familial one to Miles. She willingly gives him advice on what to do with having a girlfriend and being a super hero which contrasts the advice given by 616 Peter Parker. She also comes to the aid of Miles when he is in danger and seeks him out whenever she can.
* DeadpanSnarker: She often is this together with Peter. Or towards him.
* DependingOnTheArtist: Multiple artist fluctuate with her design.
** Bagley gives her the tomboyish side-tails with classic red hair and green eyes. However, her design looks to similar to Gwen Stacy in except that Gwen is just a blonde haired and amber eyed Mary Jane.
** Immonen does away with the side-tails and makes her hair more of a brownish red.
** Lafluente varies from Vol.1 and Vol.2 In volume 1(he drew Annual #3), his design is more anime-esque with more prominent green eyes. Also, Mary Jane wears more jewelry and designer clothes. In Volume 2, Mary Jane dons glasses for most of the volume and wears buttoned up shirts and blouses. She also has shorter hair
** Pitchelli varies in volume 2 and 3. She keeps with Lafluente's design in Volume 2. Volume 3, she takes on a more Gothic design all though this has plot significance.
** Samnee pretty much takes inspiration from Immonen.
** Marquez does not really change anything except show that Mary Jane's casual wear is goth compared to Pitchelli who puts her in more labeled clothes.
** Marquez finally gets a chance to draw a version of her who is not in grief and she is more like her 616 version in hair style.
* TheDeterminator: So, she's had to deal with an abusive father, tossed off a bridge, [[spoiler:abducted by an evil clone of her boyfriend]], [[spoiler:transformed into a giant hairy death beast]], had her heart broken on multiple occasions, and had to [[spoiler:watch her boyfriend be murdered by the Green Goblin]]. And she's still going
* EmoTeen: [[spoiler:Becomes this after Peter died.]]
* FieryRedhead: Subverted, being much more calm and collected than the mainstream version.
* FirstLove: Unlike the 616 version, Mary Jane was Peter's first girlfriend and while they have their share of troubles,they are the main couple for the majority of Volume 1 and 2.
%%* GreenEyedRedhead
* IntrepidReporter: Becomes the teenage equivalent when she joins the school news team later on the series.
* KeepTheHomeFiresBurning: A teenaged version of this and a thorough deconstruction. Being left at home knowing that her boyfriend is fighting for his life on a constant basis is a source of major grief for her and the source of her and Peter's breakups. Eventually the worst happens and [[spoiler:Peter dies.]]
* MasterOfTheMixedMessage: Although she never makes Peter question her love for him she does confuse the crap out of him quite often.
-->'''Peter:''' What did I do? I'll tell you what I did, I fell in love with a crazy person. Crazy knocked on the door to my life and I answered it.
* {{Meganekko}}: At times.
* MuggleBestFriend: Even moreso than 616!MJ due to practically being Peter's only friend for the majority of the series.
* OfficialCouple: Every time her and Peter breakup it does not last long.
* PluckyGirl: Very optimistic despite getting so much crap thrown at her most people would have gone nuts by now in her situation.
* TheRevealPromptsRomance: Subverted. Peter and Mary were well on their way to being a couple before Peter became Spider-Man. However, when Peter started fighting crime, she was becoming annoyed with him as he missed their scheduled dates to which she took as Peter spazzing out and stating that he was not interested. Eventually he revealed his secret identity to her relatively early in his superhero career and even under that circumstance, she was under the pretense that he invited her over to finally ask her out.
** She does however believe that Peter revealing his identity to her meant that they were bound for life. Revealing your super identity to someone is as good as a marriage proposal and should be taken seriously.
--> '''Mary Jane:''' Make sure that this is the real deal and not puppy love or some regular old teenage dating thing. This is a big secret for [Miles] that you can't take back. This is-- You might as well be asking her to marry you. Not joking. The minute [Peter] told me , it was like we were bonded for life. Like we were married.
* SecondLove: After months to a year mourning after Peter Parker's death, MJ seemingly finds a new boyfriend when she arrives to Peter Parker's 2 year commemoration celebrating his life and mourning his death.
* SecretKeeper: Peter tells her that she is Spider-Man early in the series.
* SignificantGreenEyedRedhead: Pretty much a given.
%%* SheCleansUpNicely
* SuperPoweredEvilSide: After being pumped full of OZ by one of the Spider-Man clones, she turns into the Ultimate equivalent of the Demogoblin. She was apparently cured... but whether she was or not [[AbortedArc was never addressed]].
* TomboyishSidetails: [[DependingontheArtist Depending on the artist]] she can have these. Subverted in that, although she is not a classic girly girl she is by no means a tomboy either.
* TrueLoveIsExceptional: Her relationship with Peter had its ups and downs, but they were meant to be together right from the start.
* WomenAreWiser: Oh so much. Peter would fall apart without her.
[[/folder]]

[[folder:Gwen Stacy]]
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/UltimateGwenStacy_3999.JPG]]
!!Gwen Stacy[=/=][[spoiler:Carnage]]

* AbusiveParents: Her step-mother was all too willing to leave her behind after Gwen's father died. She even got re-married and had kids while completely forgetting about Gwen and constantly reminds her that she wants Gwen out of her life. It is so bad that even Aunt May calls her a "bitch."
* AxesAtSchool: Brings a knife to school in her debut.
* BettyAndVeronica: The Veronica to MJ's Betty.
* BrokenBird: Her father was killed by a mugger dressed as Spider-Man, leading her to declare a vendetta against the wallcrawler.
** Though she grew out of it when she was informed that Peter was Spider-man and that there was no way that Peter could have killed her father as he was with her at the time.
* BullyHunter: Pulls a knife on the first bully she sees in her first week at a new school after said bully was picking on Peter Parker.
* BroughtDownToNormal: Is stripped of her symbiote by Venom.
* BackFromTheDead: When SHIELD clones Carnage, it manifests a human form that is a complete duplicate of Gwen - memories and all.
* CoolBigSister: To Peter, until she starts dating Peter herself.
** Is now one to Miles.
* DependingOnTheArtist: A lot of female characters have this trope applied to them apparently. Gwen Stacy, however, changes from eye color to overall tom-boyishness.
** Bagley's Gwen Stacy is really a color-swapped Mary Jane with a more punk attire. She also has yellow eyes which is completely different from other versions of the character drawn in the comic. Never wears a skirt or anything remotely associated with femininity.
** Immonen gives her Blue Eyes, loses the side-tails, and wears a dress. Does not have the punk look, mainly because she was just resurrected and Aunt May threw away most of her clothes thinking she was dead.
** Lafluente goes for a more punk-rock goth girl look as she wears purple and black arm sleeves as well. She has black finger-nails, an eyebrow piercing, and a multiple accessories on her fingers and wrists if her arms are free.
** Pichelli makes her hair similar to how 616 Gwen Stacy was designed and even gives her the hair band to boot. However, she retains the goth look from Lafluente, but also wears designer skirts. In Volume 3, Pitchelli's design of her stays the same.
** Marquez's design gives her crystal clear and more prominent blue eyes. She also stops wearing black finger-nail painting. She has wavy hair, noticeably wearing lip gloss(although in this particular instance, she was working.
* DroppedABridgeOnHim: Gets killed by Carnage right when she was going through some great character development.
** BackFromTheDead: It is technical. One point of view would assert that the original character is truly dead and now a clone with her memories is living her life. The second point of view would say that the Carnage Symbiote simply absorbed her genetic material and she went through a semi-conscious state where she never died and eventually gained some measure of control over the symbiote only for the symbiote to be extracted from her.
* GeekyTurnOn: At the two year commemoration of Peter Parker's death (Ultimate Spider-man #200), Ganke made Gwen Stacy something supposedly made out of Legos (Ganke never confirms it and we never see what it is) in spite of Miles' doubt that she would be receptive to it. Turns out, it worked like a charm and Ganke got TheBigDamnKiss for his trouble.
* GetAHoldOfYourselfMan: Gwen was not exactly pleased when Miles refused to suit up to handle the superhero battle.
--> '''Gwen (after slapping him):''' [[spoiler:Peter Parker]] died! My father died [[spoiler:just like your mother did!]] And you don't know what to do? You get up. You '''get''' up!
* HappilyAdopted: She adores living with Aunt May and resents her stepmother.
* HatesEveryoneEqually: Not much of a social butterfly. At all.
-->'''Gwen:''' And I don't like people.
* LovecraftianSuperpower: As Carnage she can project tentacles and spikes to attack.
* NewTransferStudent: Transfers in a few issues in.
* OddCouple: She's currently dating Ganke, who she is biologically at least three years older than.
** Sort of. It might have been just her thanking him for the gift and the two are not actually dating as Ganke does not actually act like she is his girlfriend.
* ParentalAbandonment: Her step-mother leaves her after her father dies.
* SecondLove: She deals with the awkwardness of being this when Mary is not only alive but still in love with Peter. It is an inversion of the 616 Universe, but in the end, they just were never meant to be.
* ShipperOnDeck: Totally ships Mary-Jane/Peter. [[spoiler: Even while she was dating Peter herself, she acknowledged he was meant to be with MJ.]]
* TheTease: Eddie Brock calls her one when she refuses to put out on their first date. It is a quality that is not associated with how she deals with males in general. Eddie Brock is just an asshole.
[[/folder]]

----

!Volume 3 Main Characters *Spoilers Within*

Characters within are principally introduced in the third volume of the series, ''Ultimate Comics: Spider-Man, [[NonIndicativeName Volume 2]]''. Although characters from Volume 1 and 2 still appear regularly and still have an influence in Volume 3.

'''Unmarked spoilers from the first two volumes from here on out.'''

[[folder:Miles Morales / Spider-Man II]]
!!Miles Morales[=/=]Spider-Man II
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/miles_morales_spider-man_02_6658.jpg]]

Bitten by ''another'' genetically-enhanced spider, 13-year-old Miles was given powers similar to Peter before him, to his dismay. The death of Spider-Man, soon publicly revealed to be the young Peter Parker, shocked Miles out of apathy. Miles convinced himself that acting earlier and revealing himself as an ally to Peter could have spared New York's hero. Finding the will to act, Miles dons a makeshift suit to help fill in the void Spidey left. Miles Morales is the principal protagonist after Peter Parker's death.

----

* AscendedFanboy: Averted and possibly Inverted. He didn't seem to know much about Spider-Man before he got his powers. Even then, the only things he saw worth mentioning were the parts where Spidey was beaten up and thrown around.
* AndNowForSomeoneCompletelyDifferent: He takes over the identity of Spider-Man after Peter's death, and is practically the exact opposite.
* BadLiar: When both he and Ganke are confronted with anything remotely Spider-man related, they go into a routine that it is really apparent that they are hiding something. It has cost them a roommate and gained them suspicion from their resident assistant.
* BerserkButton: Miles does not like anyone bringing up his mother [[spoiler: especially after she was killed.]]
* BlueOni: Thematically, to Peter. Where Peter was hot-headed and a bit of a spazz in addition to being courageous and outspoken in his values, Miles is fearful, worrisome, and more terse and to the point when dealing with villains and disaster.
* CannotTellALie: Miles is at odds with keeping his identity a secret from love ones that could be affected by his actions. It makes him uncomfortable that he has to lie to his girlfriend and eventually gives in and prepares to tell her.
* CharacterTic: He has an amusing habit of using his Venom Strike by poking his foe with two fingers. Particularly when it gets dramatic action shots which make it look like he's about land a blow before switching to a delicate two fingered Venom poke at the last second.
* ChasteHero: He's surprised by Ganke's sudden interest in the opposite sex. Miles is only 13, of course, an age where chastity isn't entirely uncommon. [[spoiler:However, he starts dating Kate Bishop after the 1-year TimeSkip following his mother's death.]]
* ChildProdigy: He's a gifted student, at any rate, but it's the more realistic kind (compared to, say, [[SuperIntelligence young]] [[OmnidisciplinaryScientist Mr. Fantastic]]).
* ChildSoldier: He was one, during the "Divided We Fall" Civil War II event. No one likes it, but Miles is really good on the battlefield. Captain America knew firsthand just how effective a superhero he was, and Miles convinced him that he couldn't overlook an asset like that during wartime.
* CivvieSpandex: He often wears his backpack over his suit when he's moving about town, though he stashes it before he actually does any crimefighting.
* ClassicalAntiHero: Although Spider-Man has a long tradition in this trope (practically the trope codifier for comic books) Miles seems to be bringing this back to the series with force. It's a bit of subversion however when you consider that Miles is trying to emulate Peter because he thinks that Peter is the IdealHero or the ideal Spider-man.
* CombatPragmatist: He's not above stunning someone and then hitting them when they're down. The whole concept of his Venom Strike and invisibility powers lends itself to this, as he frequently begins and end battles by hopping up to enemies and letting loose, and he has no problem sneaking up to enemies and clocking them from behind.
** His approach to defeating the Rhino is to make his suit self-destruct explosively while he's still inside it. He gets the idea to do so when he remembers how ''the last time he did that the explosion killed his uncle.'' [[spoiler:except it really didn't, but Miles did not know that at the time and still risked it.]]
* CompositeCharacter[=/=]MythologyGag: Miles retains a number of characteristics from other Spider-characters
** He wore his web-launchers outside his suit like Ben Reilly and [[SpiderGirl May Parker]] when he first got them.
** His Venom Strike is similar to [[SpiderWoman Jessica Drew's]] bio-electric shock.
** He relies on his reflexes more than his Spider-Sense, similarly to how Miguel O'Hara's (Spidey 2099) "Spider-Sense" is just super-human reflexes and intuition.
** Whether by accident or design, his suit heavily resembles May Parker's Spider-Girl suit, except with the red and black inverted along the mask and chest [[note]]Miles' suit seems to be more strongly based on some of Alex Ross' concept art, which may or may not be influenced by Spider-Girl.[[/note]]
** If you want to stretch, his being a dual-minority with many of Pete's characteristics inverted calls to mind Miguel's cultural heritage and character traits contrasting Peter Parker's.
* ConstantlyCurious: He gets curious in the middle of pitched battles. Electro trying to fry him didn't even put a damper on it.
* ContrastingSequelMainCharacter: Miles is all over this trope, similar to Miguel O'Hara (Spidey 2099)--most of his tropes seen here are inversions of Peter's in some way.
* ConvenientlyAnOrphan: Averted. Unlike Peter, who was set apart by his tragedies, Miles is a little bit more relatable to the audience because he actually has parents who are still involved in his life. See also {{Reconstruction}} below.
* CowardlyLion: Miles gets frightened easily and tends to worry or focus on the negative. Nevertheless, when he's needed, he'll jump right into the superheroics, if only to vomit his guts out in terror afterwards.
* DatingCatwoman: With Diamondback, the commander of the Skulls. During an all-out battle, Miles and Diamondback were snarking at each other and having a conversation (Miles was not flirting and was trying to carry on the fight, Diamondback did not seem to be taking the fight seriously) with a compromising position to boot during their fight. After SWAT reinforcements show up, Diamondback gave Miles a kiss for his trouble.
* DavidVersusGoliath: Playing David, obviously, to Goliath in most his fights: the Kangaroo, Omega Red, and especially The Scorpion.
* DeadpanSnarker: More deadpan than Peter, but he's not as much of a motor mouth.
* DorkKnight: Arguably more so than Peter.
* EatMe: When Venom swallows him, Miles uses his Venom Strike to pull a ChestBurster.]]
* TheFettered: The mainstream and Ultimate versions of Peter Parker have to consciously hold back or risk killing people outright. Miles, however, ''instinctively'' holds back, allowing himself to be thrown around by unprepared {{Badass Normal}}s, for example. This is best seen in an early fight with the Kangaroo, where [[MadeOfIron he takes hits up to and including a]] ''[[CarFu car to the face]]'' [[NoSell unfazed]], and yet could barely damage Kangaroo without his venom strike.
* GenreBlind: Poor Miles doesn't get how desensitized most New Yorkers are to superheroes.
** His and Ganke's dicking their roommate Judge around with their secrets can only end in disaster, but none of them take the time to make better excuses or come up with believable lies to explain their behavior.
** When Miles suggests revealing his secret identity to Kate Bishop, Ganke immediately tells him that it is a bad idea and even cites Peter Parker of the Amazing universe. When Miles says that he is retired and is no longer Spider-man, Ganke immediately retorts that it is impossible for him to retire and insists that Miles is on a break.
* GenreSavvy: Miles has gone ahead and read up on most of Peter's exploits and foes, so he has a good idea of what to expect when he fights supervillains, old and new. Mostly about how batshit insane he can expect some of their costumes/themes to be.
** When [[spoiler:Peter Parker]] [[BackFromTheDead suddenly returns]], his first instinct is "[[CloningBlues clone]]."
* HesBack: At the end of Issue #25 he resumes the identity of Spider-Man after a one-year hiatus.
* HeroWithBadPublicity: In true Spider-man fashion. First it was him replacing Peter that set Jonah off. Then, accidently [[spoiler:killing his Uncle]] has him being labeled as a murderer.
** [[spoiler:It is later revealed that Miles did not kill his uncle, it was Prowler's damaged technology that blew up and killed him. While Miles and Ganke are very happy about this, Miles realizes that the rest of the world does not know that detail]].
** Averted after becoming a member of the Ultimates and J. Jonah Jameson's efforts to leave the poor kid alone, though being part of the Ultimates hasn't stopped police officers from shooting at him during his fight with Venom, or prevent him from being blamed for the injury Venom gave Jefferson. The police legitimately like him and only shoot at him because it is not the first time that an impostor put on the outfit and committed crimes. They only differentiate from the real and fakes by the webs.
* HeroicBSOD: After [[spoiler:Rio Morales is killed, Miles tears his costume to pieces chanting [[MadnessMantra "No more!"]] and retires from the superhero scene for a year.]]
* HowDoIShotWeb: He barely knows what he's doing, to start with. When testing his powers, he realizes that he's still very susceptible to vertigo and high altitude winds. As he clings to the outside of one of the top floors of a skyscraper/apartment complex.
** His first attempts at using Peter's web-launchers are similarly disastrous, though he seems to get it on only the third try.
* [[ILetGwenStacyDie I Let Peter Parker Die]]: The main reason why Miles decides to become Spidey is because he feels partly responsible for Peter's death since he wasn't there to help him.
** This trope is played even straighter [[spoiler:with the death of his mother]] .
%%* InnocentProdigy
* ItSucksToBeTheChosenOne: Let's face it, being Spider-Man, while good for city morale and such, has been a burden on him. [[ProperlyParanoid His greatest fear was that being Spider-Man would harm his family.]] [[spoiler:It took the relationship he had with his Uncle and turned it into a hostile one that led to him being killed, and had Venom show up on his doorstep, which ended with his mother killed in the crossfire.]]
* KidHero: 13 years old -- two years younger than Peter when he got his powers -- and a lot smaller. When incarcerated by TheUltimates, NickFury instinctively holds his hand while escorting him around the premises.
** Even a year later, Miles is still outed as relatively young even when he is in costume.
* TheLancer: Miles Morales has the most talent of the new team, but his nature and overall reluctance in actually being a superhero keeps him from being the leader.
* LegacyCharacter: More so than most.
* LovesMyAlterEgo: Inverted. Miles is a bit upset that his dad hates Spider-Man because his dad isn't too trusting of mutants after what happened in ''Ultimatum''. Mom is a fan, however.
* MakeOutKids: While the reader has yet to see it, Miles and Kate have been stated to not keep their lips off of each other.It has gotten to the point that the Academy has called their parents.
-->'''Jefferson:''' I get a call from school, they catch you guys mackin' on each other every five minutes.
-->'''Miles:''' Mackin'?
-->'''Jefferson:''' You know what mackin' is.
* MeaningfulName: Miles means "Soldier" in Latin (hence the trope name MilesGloriosus) and is traditionally a name for warriors or fighters. Miles began his career during an American civil-war and decided that the best way to be the hero the world needed him to be would be by joining the Ultimates.
* MistakenForGay: Apparently, Jefferson and Rio thought their son was gay and was also an item with Ganke. Even his ''girlfriend'' thought this. Miles is not too pleased.
* MotorMouth: He has a habit of spouting [[WallOfText walls of text]] in between panels, usually indicating less than a second going by.
* NervesOfSteel: The ''very first'' time he does anything in costume, he gets surprised, beaten up, and thrown around by a villain a lot bigger than him. While Miles' is still amateurish regarding heroics, he never once loses his composure. Keeping in mind that Miles almost always avoids confrontation and is in general a timid mess. His reaction to being completely immobilized and surrounded by hostile cops? To sit down, take a load off. In addition to that Miles is virtually immune to pain, as he consistently takes massive blows before popping right back up to fight again.
* NomDeMom: He has his mom's last name instead of his dad's.
* NotSoStoic: Miles is good-humored and eternally soft-spoken, but the Prowler is eventually [[TeachHimAnger able to incite him to anger]], at which time Miles is borderline deranged with fury.
* TenMinuteRetirement: After [[spoiler:his mom's death]], Miles shreds his costume, quits the Ultimates, and spends a year living as a normal human, rebuking Spider-Woman's efforts to give him a replacement costume and wanting nothing more to do with super heroics. Probably subverted [[spoiler:on the "Ten Minute" part of TenMinuteRetirement, since he successfully spent more time retired than he actually spent being Spider-Man. On the other hand, it was still only one issue.]]
* ParentalAbandonment: Post-''Catacylsm'', Miles' [[spoiler:dad disappeared, so he's staying with Ganke.]]
* PersonalityPowers: He's withdrawn and timid, complemented by a camouflage ability.
* PintSizedPowerHouse: He's absolutely ''tiny''. Peter was already probably one of the more petite superheroes in the area, and Miles is even smaller than that. It's [[UpToEleven especially evident]] when he fights one of the [[AttackOfTheFiftyFootWhatever Giant Women]] and ends up uppercutting her unconscious.
* {{Reconstruction}}: Of TheParagon and LegacyCharacter, [[AccidentalAesop and possibly a more thorough one than the Spider-Man series intended it to be]]. Unlike Peter, Miles dons the suit because he feels like it is his fault that Peter, someone he has never met and wasn't ever close to, died -- while Peter dons the suit because his father figure was killed indirectly because of him. Miles wasn't motivated by dead parents or a tragic past, he was ''inspired'' by Peter's example to do something selfless. Miles is an example of how a superhero can do good by becoming a symbol, and not just by punching villains in the face.
** To further separate him from Peter, it is important to note that Miles's life was perfectly normal before taking up the mantle which contrasts both versions of the 616 Universe and Ultimate. As soon as he became Spider-man there was an almost immediate shift in how the world became to him. His Uncle, who was previously cordial and cool to him, became selfish and manipulative. His dad's bigotry probably wouldn't have bothered him so much if Miles didn't have powers himself. The one and only sole consistent source of confidence that he had was his mother and now [[spoiler:she died because Venom was looking for the new Spider-Man so it could be said that he indirectly caused his mom's death.]] It is as if to show that Miles's theme as Spider-Man asks one question: Why, on Earth, would anybody want to be Spider-Man?
* RefusedTheCall[=/=]YouCantFightFate: Miles was adamant about not becoming a superhero after gaining powers. And then Peter died. [[spoiler:His mom's death leads him to refuse the call again only to come back to assist Jessica to stop Roxxon and seeing how without a Spider-Man, lots of people get hurt and no one is accounted for.]]
* ReluctantHero: To contrast with Ultimate Peter, Miles was reluctant to be a super hero even when he gained his powers. Even after saving a little girl and a woman from a burning building, he immediately ran away and threw up. It took Peter's death to take action because he felt responsible for not reaching out to Spider-man when he got his powers. Even with support from other superheroes, he still did not want to be Spider-man because he had no clue what was going on. [[spoiler: Then his mother was killed by Venom and he went in retirement and forewent any superhero activity for a year.]]
* TheSoCalledCoward: Miles is no coward. He is just passive aggressive.
* [[StealthPun Stealth]] ShoutOut: Had his father not changed his name, he would be named MilesDavis.
* SuperpowerLottery: All of Peter's, plus a few more besides.
** HealingFactor: Like Peter, he can recover from injuries faster than a normal human.
** SuperToughness: Getting smashed through walls and glass does ''nothing'' to him. The only thing that even fazes him is Scorpion punching him really hard in the face, and that just makes him dizzy. The Rhino ''gores'' him at full speed, sending him from the Lincoln tunnel to the ocean, and all that happens is Miles gets wet.
** SpiderSense: According to Bendis, Miles' Spider-Sense is weaker than Peter's, registering only as a buzz.
*** He might have, however, had a [[PropheticDreams prophetic dream]], which the mainline Peter Parker also had as part of his version of the SpiderSense, and ''his'' evil-clone Kaine had as part of his amplified SpiderSense.
** [[GrapplingHookPistol Spider-]][[AllWebbedUp Webs]]: Miles inherits Peter's self-constructed web-launchers in issue 14. He wears them on the outside of his suit, [[MythologyGag like the Scarlet Spider]] (though Peter's/Miles' web launchers are more like bracelets rather than the Scarlet Spider's bracers).
** SuperReflexes
** SuperSpeed
** SuperStrength: According to Bendis, about the same as Peter's, although Miles is smaller than Peter and probably can't put quite as much weight behind his punches.
** [[RequiredSecondaryPowers Superhuman Agility and Dexterity]]
** WallCrawl
** {{Invisibility}}: Well, technically camouflage, but it amounts to the same thing.
** [[TheParalyzer "Venom Blast/Strike/Poke"]]: Another new power, stunning or knocking enemies out by touch (it also sends Lego's flying). It is quickly shown to be both versatile and universally effective[[note]]Giant Woman was somewhat resistant, but she's a hundred feet tall, and in any case three Venom Strikes was enough to bring her to her knees[[/note]]. It can be conducted along and through almost any surface, including skin, clothes, spider-webs, or layers of those. It will also cause advanced machinery to explode. The shock is time delayed by a few seconds, allowing for [[BeatPanel some]] [[FunnyMoments comedy]]. Some characters, like Taskmaster, 616 Peter Parker and [[spoiler:the Peter Parker supposedly back from the dead]] have shown that they can shrug it off in seconds, but it still hurts them.
* TraumaInducedAmnesia: Claims to have this following his mother's murder, but Spider-Woman doesn't buy it.
* TheUnmasking: Miles reveals his secret identity [[spoiler:while trying to save his father during Cataclysm because it was the only way that his dad would comply with Spider-Man]].
* UnskilledButStrong: WordOfGod notes that Peter was a much more polished fighter, while Miles is a bit clumsier and awkward. However, his [[{{Invisibility}} extra]] [[TheParalyzer powers]] make ending fights so much easier.
* WalkingSpoiler: For those not up to speed on Peter's death.
* WhatTheHellHero: Half the people who see him think he's the original Spider-Man while the more cynical onlookers just think his suit is [[RunningGag "in bad taste"]]. Spider-Woman agrees. [[BerserkButton Vehemently]]. Miles encounters less hostility as time goes on, though.
** [[spoiler: His dad is not pleased to find out that he is Spider-Man.]]
* WhenAllYouHaveIsAHammer: His Venom Strike has never failed so far.
* WhiteSheep: His Uncle Aaron is also the Prowler, and his father was once a crook as well.
[[/folder]]

[[folder:Ganke]]
[[quoteright:200:http://static.tvtropes.org/pmwiki/pub/images/2026602-ganke_3595.jpg]]
!!Ganke
Miles' best friend. A self-confessed {{Lego}} geek and like Miles, a borderline ChildProdigy.
* AerithAndBob: Asian or not, "Ganke" is just a plain weird name. It's to the point where all the first hits on Google return pages about this character. That said, it may be an abbreviation of the Japanese surname Gankeyama.
* AscendedFanboy: Averted, as with Miles. Neither of them seem to be more than passingly familiar with Spider-Man. However, Ganke gets into it quick enough, and thoroughly researches his history to get some context about Miles' own powers.
* AsianAndNerdy: He's of Japanese descent and obsessed with LEGO and comics.
* BigFun: Is ''much'' more laid-back than Miles, and seemingly more outgoing. It's implied that he can be a bit of a shut-in, though.
* ChekhovsSkill: While it isn't made explicit, LEGO's and building blocks are actually typically owned by chemists[[note]]many chemists and biologists will tell you that LEGO expertise can be helpful for any prospective chemists. Being able to visualize and construct complex structures is a very important part of designing chemical reactions. Almost all chemistry students require molecular model sets, which are essentially [=LEGOs=] using rods and balls instead of bricks, to practice with.[[/note]] Miles apparently has no head for chemistry, and tasks Ganke with reverse engineering Peter's spider-web formula.
* ChildProdigy: Possibly more so than Miles, who had to get into his (highly competitive) charter-school on a lottery rather than on merit like Ganke. Miles says at one point that he needs Ganke for his brain.
* DareToBeBadass: Ganke was rather enthusiastic when Miles gained his powers and pushed him to be a superhero when Miles didn't want to.
* FatBestFriend: Almost exactly a Type A as described on the trope page (gregarious and laid-back).
%%* FunTShirt
* GenreBlind: Ganke is a pretty bad liar, shown with how he (and Miles) constantly tell terribly obvious lies to their roommate Judge in regards to Miles' constant disappearances, causing him to have a falling out with them. He's also a little too boisterous and enthusiastic about Miles' hero life, causing him to openly (and sometimes a bit too loudly) talk about Miles' exploits in public, despite Miles constantly pleading for him to not do that or at least keep his voice down.
* GenreSavvy: Very much so, compared to Miles. Instead of letting Miles learn haphazard while on patrol, he buys some readily available live footage of Peter as Spider-Man, to crib off of. He also makes the rather gloomy call that Miles needs to get better than the original fast. If all Peter's experience couldn't keep him alive, what could Miles hope to do?
* HormoneAddledTeenager: Made more apparent after the TimeSkip. He expressed interest before it,but now and days, if he is not discussing LEGO or Spider-Man related stuff, he is talking about attractive women and how to get with them. He eventually ''does'' get with Gwen Stacy.
** However, it does come of as HaveIMentionedIAmHeterosexualToday? Considering Miles Mother and Girlfriend thought he was gay and he does show signs of being jealous of Katie.
* ItIsPronouncedTroPAY: It is prounced Gain-Key.
* KitschCollection: He collects Lego sets. He even waited in line to collect a limited edition Triskelion Captain America being inaugurated as President. He was extremely bummed when it sold out.
* LikesOlderWomen: He thinks Spider-Woman is sexy and was kissed on the lips by Gwen Stacy, both of whom are biologically at least three years older than him.
* MistakenForGay: Just like Miles, everyone assumes he's gay, although he's dating Gwen Stacy.
* MuggleBestFriend: The first person Miles tells about his newly gained Spider powers.
* MyParentsAreDead: Ganke offhandedly mentions that his dad died as a way to reassure Miles that he will have his back just as Miles did when his parent died.
* OnlySaneMan: Points out that the world is going to hell in a handbasket while Spider-man a.k.a his best friend killing the Prowler should not be headline news.
* ProudToBeAGeek: After Ganke's nerd rage over a LEGO collection chases Katie Bishop away, he and Miles have a discussion about being too geeky. Miles states that girls rather not deal with a boy who is too nerdy. Ganke is not too convinced.
--> '''Ganke:''' The right girl will.
** He's eventually right, as he ends up dating Gwen Stacy.
* TheSmartGuy: Miles goes to Ganke specifically for his brain. With few clues to go on, Ganke does some impressive cross-referencing, unearthing some obscure news articles linking genetically enhanced spiders to Spidey's own origin.
* WhatTheHellHero: Tears Miles apart for not doing anything when Cloak and Dagger fought Bombshell.
[[/folder]]

[[folder:Jefferson Morales]]
!!Jefferson Morales, né Davis
[[quoteright:314:http://static.tvtropes.org/pmwiki/pub/images/mrmorales_470.jpg]]
Born Jefferson Davis, Mile's father has a shady past that he left behind him before he met Miles' mother, Rio. Although occasionally gruff and outspoken, he is nevertheless a gentle man proud and supportive of his son. Unfortunately, those same feelings are not directed towards Spider-Man, or indeed all those other filthy mutants making trouble and getting people hurt.
* BewareTheNiceOnes: He's a nice guy, but his past as a former criminal gave him the skills to handle himself in a fight if he has to.
* DarkAndTroubledPast: He is a former member of the Scorpion's gang.
%%* GoodParents
* GrumpyOldMan: Not that old, but he sure acts like it. Especially noticeable is that he is constantly complaining about whatever may be going on at the time.
* HiddenDepths: The fact that Rio saw these is why they got married. [[spoiler:It takes a dark turn in the 17th and 18th issues--this hapless, grumpy man instinctively guns down several rebel soldiers in cold blood, after one of them kills a cop in front of him.]]
%%* JerkWithAHeartOfGold
* MyGodWhatHaveIDone: [[spoiler:Never vocalized, but you can see his expression of regret when he hit Miles.]]
* NiceGuy: Is apparently a very gentle person, opinions and attitude aside, and put aside his criminal past long before he married Rio.
* NobleBigot: He believes mutants and other empowered humans are destructive, dangerous, and need to go. Since this is the UltimateMarvel universe, [[CrapSackWorld his argument has more weight than in most books]]. It is this attitude that discourages Miles from confiding in his father.
** [[spoiler: Miles unmasked himself to reveal his identity and Jefferson was pissed. He went as far as to actually hit Miles which is poignant because as far as issue 2, he never laid hands on Miles until now. He immediately regrets it and becomes torn when he watches his son save people after a plane crashes in front of his neighborhood.]]
* NoCelebritiesWereHarmed: He looks like Mos Def.
* PapaWolf: To his detriment--he picks a fight with the army when they refused to let him into the area he lived in (due to an attack-scare), and that got him arrested (in war-time, to boot). [[spoiler:Taken UpToEleven when Hydra rescues them; when one of the Hydra men guns down a policeman in cold blood, Jefferson goes into a fit of anxiety over how his family and home are being threatened and instinctively grabs a rifle and guns down all the Hydra soldiers around.]]
* ParentalAbandonment: Has disappeared after [[spoiler:Miles revealed his identity to him and has not been seen since Cataclysm.]]
* ThatManIsDead: He changed his last name to his wife's instead of the other way around, which is very rare in the US. Given his attitude towards his background, it was likely an effort to separate himself from his past. He might of also not wanted to continue sharing a name with Confederate president Jefferson Davis.
* YoungerThanTheyLook: His face is rather worn, and with certain artists may appear almost wrinkled. But he otherwise looks like a fit young man.
** He is in his mid to early 30s.
[[/folder]]

[[folder:Rio Morales]]
!!Rio Morales
[[quoteright:278:http://static.tvtropes.org/pmwiki/pub/images/rio_morales_earth-1610_003_9579.jpg]]

Miles' mother, who married Jefferson after he had put his criminal past to rest. Like Jefferson, she is proud of and caring to Miles, always willing to listen to his problems. She is more open-minded than her husband, and finds heroes like that new Spider-Man to be very cool.
----
* GenreSavvy: When she finds her husband at home frozen in shock with a gun in his lap, she doesn't jump to conclusions or make any obvious accusations. The questions she does ask are chillingly pointed and almost knowing. [[spoiler:Granted, she was wrong about him starting a fight or joining his Hydra rescuers, but she was right in knowing something very violent happened.]]
%%* GoodParents
* KilledOffForReal: She is [[spoiler:Mortally wounded by the second Venom]].
* MamaBear: Rio busting caps into a 15 feet tall Venom to save her son. [[spoiler:This becomes a HeroicSacrifice]].
* OpenMindedParent: Unlike her husband, she likes the idea of superheroes and thinks they're pretty awesome in and of themselves.
* TooGoodForThisSinfulEarth: She had no negative qualities. All she did was be a loving mother to her son and understanding and loving wife.
[[/folder]]

[[folder:Katie Bishop]]
[[quoteright:304:http://static.tvtropes.org/pmwiki/pub/images/katherine_bishop_earth-1610_001_9765.jpg]]
Throughout the series, usually when Miles and Ganke are talking during class or school, there has been a girl who has been eyeing Miles. She may know that he is Spider-Man since she has always been within hearing range every time Miles and Ganke talk about it.After the TimeSkip, both Miles and her are dating.
----
* AdaptationalWimp: Katie's mainstream counterpart is officially codenamed {{Hawkeye}}, is an expert archer (who has surpassed Clint Barton himself), leader of the YoungAvengers and a member of the actual Avengers. This version is just a teenage girl as far as we know.
* DelinquentHair: She has a pink strip in her hair and it has been shown that she might constantly dye her hair different colors.
* DependingOnTheArtist: Her design has changed three times and the only thing that remained consistent was her pink hair.
** When she first appeared, she had brown hair and glasses. This was done by David Marquez.
** When she appeared at the start of the Venom Arc and shown in the picture, she has darker hair, more noticeable piercings,and no glasses. Done by Sara Pichelli
** Her final appearance, she has more prominent pink hair strip, keeps the dark hair and the piercings, has amber eyes which contrast her 616 counterpart who has blue eyes, and looks younger. Done by David Marquez.
* {{Goth}}: Appears to be this or at least has punk rock attire.
* {{Foil}}: To Mary Jane. When Peter told Mary that he was Spider-man, she was shocked at first and then was excited that she fell in love with a super hero and proceeded to start dating after that. Katie Bishop has been dating Miles for presumably a year without ever knowing that he was ever Spider-man and when she is told(mainly due to Miles picking the mantle back up and resuming the gig), she looks incredulous at first, then is shocked...then runs away.
* LongingLook: Everytime that she appeared prior to making her official debut, she is seen in the background looking at Miles
* LoveTriangle: When she finds out that Miles and Ganke are not talking, she believes that it was over her. For clarification, she believes Ganke has a crush on Miles.
* MakeOutKids: With Miles. Although she is a bit more reserved and less open about it than Miles.
--> '''Miles:''' I'd kiss you right now.
--> '''Kate:''' We've already been warned.
--> '''Miles:''' That's why I'm not.
--> '''Kate:''' Five times and Ganke is here.
* MeaningfulBackgroundEvent: At first glance, she's just a random extra. But her very detailed character design has kept cropping up, seemingly stalking Miles and Ganke. In what seems to be a gag referencing/foreshadowing this, the issue that promises to introduce [[NeverTrustATrailer Miles' new love interest]][[note]]according to issue 19's solicitation[[/note]] has only one female character anywhere near Miles' age--this girl, once again in the background.
* MythologyGag: Mary Jane Watson in the mainstream universe was introduced through cameo appearances as well.
* OutOfFocus: Holy shit, yes. She was seen in issue #12, but that was just a cameo. Then she was somewhat more formally introduced in Issue #19 with a panel deliberately pointing her out. Come issue #23, which was after a time skip, she finally speaks and is now Miles' girlfriend. You'd think knowing who the 616 version of the character is she'd be more prominent after it her name was revealed? Nope. After this, she was only discussed about with two other characters(Jefferson and Ganke) and she, as of Cataclysm: Ultimate Spider-man #3, has only appeared twice and in one of those appearances, she wasn't even speaking. It has gotten to the point that people still think Miles is either gay with Ganke or in a relationship with Jessica Drew, Bombshell, or Gwen Stacy ignoring that all three of those characters are 2-3 years older than him.
** Rectified in the relaunch as she is a more prominent character now.
* TheRevealPromptsRomance: Averted hard. Miles and Kate have been dating a full year before she even knew that he was Spider-Man. When Miles finally tells her, she runs away without saying a word.
* UnwittingMuggleFriend: Has no idea Miles is Spider-man and just notices that Miles is constantly depressed about something or is constantly thinking about something. She knows Miles is hiding something from her, and tries to be as supportive as possible.
[[/folder]]

[[folder: The New Ultimates]]
!!The New Ultimates
Jessica Drew, a.k.a. Spider-Woman, noticed a ton of illegal genetic research activity going in Roxxon, so she decided to investigate them. However, she could not do it alone, having tried it before and gotten caught and nearly got her vivisected by the scientists. Also, she could not enlist the help of the Ultimates since SHIELD had contracts with them. So she decided to reach out to Miles Morales while he was still in mourning from his KIA mother. It took some time, but he eventually signed on. They go and investigate their first leads and results of Roxxon experimentation and come accross a distressed Bombshell who was worried that her previous attackers, Cloak and Dagger were still after her. Both Jessica and Miles console her and try to piece her connection to Roxxon only to be attacked by Taskmaster who was hired by the evil corporation to take Bombshell out. During the battle, Cloak and Dagger help defeat the assassin and which all of them talk and notice their leery connection to Roxxon. So they all decide to take Roxxon out in spite of overwhelming odds.

* AdultsAreUseless: Why the team came to be in the first place. This team is specifically made to deal with things outside of SHIELD authority such as Roxxon. In other words, they fight villains who are also aligned with SHIELD in some way or another.
* TheChurch: Their base of operations is an abandoned church in Hell's Kitchen which also serves as Cloak and Dagger's home.
* CurbStompBattle: Administered on the Roxxon Brain Trust.
* DefeatMeansFriendship: Subverted. Cloak and Dagger only fought Bombshell due to a misunderstanding and Bombshell was never a rival to begin. Simply an innocent bystander. Bombshell also fought with Spider-woman and after she was defeated, she did not change her ways until after she was court ordered to refrain from using her super powers.
* RagtagBunchOfMisfits: All of them have a sort of baggage and all have a reputation of being outcasts inside and out their super hero lives.
** Jessica Drew is a gender-swapped clone of Peter Parker made by Roxxon. Bitter by the fact that her mere existence makes her alone and her creation was a tampering of ethics, she sought to take Roxxon down by any means necessary.
** Miles Morales was a normal teenaged kid from Brooklyn who was bit by an Oz-infused spider that made him the second Spider-Man. He retired[[spoiler: after the death of his mother]] and was convinced to take up super-heroics by Jessica Drew because of what Roxxon does to people like her and Miles.
** Lana Baumgartner was part of a criminal duo with her mother where they used their powers to steal from armored trucks and rob jewelry stores. After they were subdued twice, she tried living a normal life, which she did for 2 years. She joined simply because she wanted to know just for one how it felt to do the right thing. As soon as the opportunity arose to be a hero, she willfully violated her parole order to not use her super powers and helped the others take down Roxxon.
** Tandy Bowen and Ty Johnson were Student Council Presidents at their individual schools. They led presumably normal lives prior to getting powers. They got in a car accident on the way to the prom and were hospitalized in a coma. Roxxon kidnapped them and experimented on their comatose bodies for a year thus giving them powers. After escaping, they find themselves alone and helpless as their family apparently abandoned them during their absence. They wanted revenge on Roxxon so the mere invitation from Jessica to take Roxxon down was enough to get them involved.
** Kitty Pryde was a member of the X-Men who once dated Peter Parker. For a time she went AWOL as The Shroud, but returned to lead the X-Men's mutant city of Utopia until Jean Grey's rival city of Tian declared war, forcing her to step down.
* SideKickGraduationsStick: This team is rather unique compared to most comic book super hero teams because of how young they are. Most of the time, when dealing with Teen Super hero teams, their age is referenced because they are a younger team than the original(e.g. Comicbook/YoungAvengers, Comicbook/YoungJustice, Comicbook/TeenTitans, and etc).This team is mostly comprised of B-list or low A-list superheroes and they are actively replacing A-list heroes such as Iron Man, Thor, and Captain America as the Ultimates and there is nothing referencing their age.
** Although when first announcing themselves as a team, Jessica called them "The Young Ultimates". The comic is still called All-New Ultimates, so it's still unique in that regard.

[[/folder]]

!Supporting Cast
This is for characters that appear in the series that have a semi-substantial role and/or do not have their own comic book.
!!Note: If a character appears in another series, please place information pertaining to that character under the character page of that series. This character page is specifically for events of Ultimate Spider-man or at least pertain to it. In summary, only put stuff that a character does in Ultimate Spider-man series. Do not put stuff that they've done in Ultimate X-Men, Ultimate Fantastic Four, Ultimate Daredevil, and etc.

!Daily Bugle

[[folder:J. Jonah Jameson]]
Editor at the Daily Bugle. Just like his 616 counterpart, he starts out as antagonistic against Peter Parker. Unlike his 616 counterpart, his reasons are a bit more sympathetic and he eventually turns the other cheek and becomes one of the most fervent supporters of Spider-man including [[spoiler:Miles Morales.]]
* The Alcoholic: What he was before the series started due to the death of his son.
* TheAtoner: After Ultimatum, he feels that he wronged Spider-man. He feels even worse when he finds out that Spider-man is his own employee, Peter Parker. Upon realizing that, he wanted to do anything in his power to help Peter to the point of even offering to pay Peter's way through college.
** Then Peter died. Now he feels that he must do anything to protect Spider-man's legacy including Miles Morales.
* BadBoss: Averted. He is fairly reasonable with Peter until he is at his worst(supporting a political campaign knowing that said political campaign had criminal ties simply because it would screw over Spider-man), but he seems to want to protect his employees until said employees violate his trust and act unprofessionally.
* CharacterDevelopment: It says something that in a universe where almost everyone is a Jerkass to Spider-man, Jameson is often the most decent person to him. To differentiate him from his 616 counterpart, when Jameson found out about Peter's identity in 616, he fired him publicly through the newspaper. When Jameson found out in the Ultimate Universe, he re-hired Peter, offered him money, and even insisted to put him through college.
** Taken even further with Miles, where Jonah states that [[spoiler:even though he doesn't know who the new Spider-Man is, he's still willing to defend them because they're following Peter Parker's example. He refuses to pay out to learn Spider-Man's identity, and states to the reporter offering it that he'll be able to sleep at night. When the reporter attempting to sell Miles' identity is killed, he quite plainly explains everything he knows leading up the reporter's murder, makes no attempts to hide anything, and doesn't even want his attorney while he does so]].
%%* DaEditor
* DrowningMySorrows: He resorted to this when his son died in an astronautic accident.
* GeorgeJetsonJobSecurity: Averted. When he tried to fire Peter Parker for standing up to him, Aunt May called him out for this. Ever since, Peter's job has been rather secure and only lost it after the Ultimatum Wave in which the Bugle was restructuring and had to lay multiple off. Peter eventually got his job back even after Jameson found out that he was Spider-man.
* FreudianExcuse: The reason for his abrasiveness towards Spider-man is because his son died in a space accident and was not recognized a hero while a person in a mask gets the accolades for his heroism without any disclosure. He feels that heroes don't wear masks.
** Develops another one towards Spider-man or any hero. Since witnessing the heroics of Spider-man in the midst of complete catastrophe, he feels like he has to atone for his actions and is willing to do anything to protect Spider-man. When he finds out that Spider-man is Peter Parker, he doubly protects him from harm even at the risk of his own reputation.
* HeelRealization: In The second Issue of Ultimatum in Ultimate Spiderman's Book, Jameson realizes just what he's been doing to Spiderman. He's spent months bad mouthing Spiderman in the Bugle because it sells Papers. Now, New York is under water, all the way up to Jameson's Office. Jameson looks out his window, and what does he see? Spiderman, Diving through a Tsunami to rescue someone he doesn't even know.
* JerkWithAHeartOfGold: It took awhile, but Jameson eventually reaches this.
* NeverFoundTheBody: He was not allowed to see the corpse of his son after his accident.
* PapaWolf: Very protective of Peter Parker before and after he knew that he was Spider-man. It extends to[[spoiler:Miles Morales because he sees the mantle as Peter's legacy and he will do anything to protect the reputation of it.]]
[[/folder]]

[[folder: Randy Robertson]]

* DemotedToExtra: Isn't as important in this continuity.
* OnlySaneMan: Between [[DaChief ol' JJ]], [[{{Jerkass}} Betty Brant]], and [[TheAlcoholic Ned Leeds]], he and Ben Urich are the only sane people at the Bugle.

[[/folder]]

[[folder: Ben Urich]]
Esteemed journalist of the Daily Bugle. Known for investigating crime sagas and the like.
----
* CrazyPrepared: Experience has always taught him that one should always keep an extra recorder on him in case it gets smashed.
* DyingDeclarationOfLove: After nearly dying in Ultimatum and still thinking that he might die in the flood, he called a woman telling her that he loved her and regrets not telling her sooner.
* IntrepidReporter: He is really good at his job and always asks the hard hitting questions.
* MoralityPet: For J. Jonah. He called out his boss when Jonah was willing to deal with the Kingpin just to throw Spider-man under the bus.
* VampireBitesSuck: Bitten by a Vampire who he was interviewing to find out who attacked. He was rescued by Michael Morbius.
[[/folder]]

[[folder: Betty Brant]]

* DemotedToExtra: Not nearly as important here as she is in the mainstream comics.
* {{Jerkass}}: Tries to "out" Jefferson Morales as Spider-Man, even though she knows he has a wife and son.
* KilledOffForReal: [[spoiler:The second Venom kills her.]]
* OnlyInItForTheMoney: Why she goes after everything about the new Spider-Man.
* {{Paparazzi}}: She has no interest in hard hitting stories and often did what she could to get herself famous. When she was supposed to do a story with Kraven, she ended up doing a story on Kraven if you catch the meaning and ended up as part of the story which caught the Bugle some reputation points. She was demoted because of this, but kept looking for stories even if they were at the expense of other people.

[[/folder]]

!Midtown High School Students

[[folder:Kenny "King Kong" [=McFarlane=] ]]
!!Kenny "King Kong" [=McFarlane=]
[[quoteright:297:http://static.tvtropes.org/pmwiki/pub/images/UltimateKong_3535.JPG]]

----

* {{Acrofatic}}: Enough to body slam [[spoiler:an FBI agent who was about to arrest his girlfriend]].
%%* TheBigGuy
* TheDragon: To Flash initially, until he realizes who Spider-Man really is.
%%* HiddenDepths
* HugeGuyTinyGirl: Is dating Kitty Pride, and while he's not tall, he's bulky.
%%* JerkJock
%%* JerkWithAHeartOfGold
* OriginalGeneration: Granting his CanonImmigrant status in ''WesternAnimation/TheSpectacularSpiderMan''.
* PutOnTheBus: He disappeared after he and Kitty ran off in defiance of the new anti-mutant stance of the country regarding mutants in schools. Kitty came back right before the Death Of Spider-Man arc began, but Kong was nowhere to be found as Kitty state that he chickened out and moved to Wyoming.
** TheBusCameBack: He returned in Ultimate Spider-man #200 and somewhat reunited with Kitty.
* SmarterThanYouLook: Was able to theorize that Peter Parker was Spider-Man before anyone else simply by going through facts in his head.
[[/folder]]

[[folder:Harry Osborn]]
!!Harry Osborn[=/=][[spoiler:The Hobgoblin]]
[[quoteeight:201:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Harry_Osborn_6493.jpg]]

----

* HulkingOut: He's not got the same handle over it as his dad has.
* KilledOffForReal: By his own father.]]
* OddFriendship: Peter helps him with his homework; Harry keeps Flash Thomson off his back.
* PlayingWithFire: As the Hobgoblin his body is WreathedInFlames.
* {{Sssssnaketalk}}: As Hobgoblin, his verbal skills drop dramatically.
* SuperpoweredEvilSide: As the Hobgoblin he is superpowered, yes, but not intentionally evil.
* {{Troll}}: Manages to mess with Flash's head when he returns.
* WellDoneSonGuy: All he wanted was his father's approval.
[[/folder]]

[[folder:Fred "Flash" Thompson]]
!!Fred "Flash" Thompson
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/UltimateFlashThompson_4932_resized_8634.jpg]]

JerkJock of Midtown and Bully of Peter Parker.

----

* TheBully: He was constantly picking on Peter, and unlike most other versions has no redeeming features.
* BullyingADragon: You would forgive him at first since he did not know that Peter Parker was Spider-Man, but after a few times where Peter actually retaliated at his behest, you'd think he would have learned.
* DirtyCoward: In a crisis, tends to run and scream.
* FantasticRacism: He hates mutants, and superpowered humans in general.
* {{Jerkass}}: [[JerkWithAHeartOfJerk: No redeeming features, no depth, nothing]]. He's just a greedy, cowardly loser.
* JerkJock: As usual. Unlike the mainstream Flash Thompson, he doesn't really care about Spider-Man. He hasn't been seen to grow out of this, either.
* TheOneThatGotAway: Before Gwen Stacey was apparently killed, Flash kept trying to ask Peter Parker if she might have been interested. Of course, it was nowhere near tragic mainly because Flash brushed off her death as nothing.
[[/folder]]

[[folder: Jessica Jones]]
A senior at Midtown High who was the editor of the high school newspaper team. She wanted to conduct an investigation on whom was Spider-man because it was obvious that Spider-man went to Midtown. This bothered Mary Jane who also was a member of the newspaper team at the time. After Ultimatum, she changed her position from wanted to expose Spider-man to wanting to commend Spider-man and getting an exclusive interview with him.

----
* AdaptationalWimp: In the Ultimate Universe, she is just a teenager with a lot of piercings, while in the 616 universe, she became a superhero and retired after her bout with heroism went bad. (She was kidnapped by the Purple Man for years and was his slave until he sent her to assassinate the Avengers...only for her to get beaten with an inch of her life). So, it is less that she is wimpy and more that this version of her actually does not get tormented and is happy.
* ChuckCunninghamSyndrome: A huge deal was made of the fact that she wanted to find out more about Spider-Man. Then she just vanished.
* DaEditor: For the high school news team.
* SchoolNewspaperNewsHound: She was really enthusiastic at attempting to find out Spider-Man's identity. Even after Ultimatum, she continued to follow the story of Spider-Man. She even left school and watched the battle between Spider-Man and Mysterio.
* SecretSecretKeeper: It is implied that she knew that Peter Parker was Spider-Man or at least, she knew that Mary Jane knew who was Spider-Man as while she was talking about her potential expose of Spider-Man, she kept glancing at Mary Jane as if to indicate that Jessica knew what was going on. After Ultimatum, she directly asked Mary Jane to investigate him despite that type of news not being in the realm of a high school news team.
[[/folder]]

[[folder:Liz Allan]]
[[quoteright:139:http://static.tvtropes.org/pmwiki/pub/images/UltimateLizAllan_686.JPG]]
!!Liz Allan/ Firestar

* AlphaBitch: Similar to her 616 counterpart in this regard.
* BoomerangBigot: She hates Mutants with a [[IncrediblyLamePun fiery passion]]. She freaks out when her powers first activate.
* CompositeCharacter: In the Ultimate Universe, she ends up becoming [[SpiderManAndHisAmazingFriends Firestar]], later joining the X-Men.
* FantasticRacism: Is the most openly anti-mutant member of the cast, although this stems from her mutant Uncle Frank who apparently died because of it. "Uncle Frank" was actually the Blob and is really ''her father.''
* FlyingFirepower: Although she is upset that she is called a monster for doing this while Johnny Storm - who does the exact same thing - is celebrated for doing it.
* HeelFaceRevolvingDoor: It has more to do with circumstance than her changing her moral position. Liz Allen is unavailingly a moral character, but the ending of the original X-Men left her vulnerable to Jean Grey and the Ultimate Runaways, who started out good. However, Jean started Tian which is unapologetic-ally sort of on the wrong side of the mutant problem, but Liz defected from Tian and joined Kitty again.
* MsFanservice: see the image.
* {{Mutant}}: It's revealed she has pyrokinetic abilities.
* MythologyGag: In the 616 Continuity, her ''brother'' Mark Allen (Molten Man) is the one who has the [[PlayingWithFire fire-based power set.]]
* PlayingWithFire: Is the Ultimate version of Firestar.
* TheTease: Was accused of being this by Flash and even broke up with her when she did not "put out."
* TheUglyGuysHotDaughter: In the Ultimate Universe, her father is The Blob.
** Becomes a plot point in Ultimate X because her brother, Teddy, looks exactly like her father while she looks completely different. She even questions how her mother even slept with the man.
** Even ''SelfDemonstrating/{{Magneto}}'' looks both amazed and appalled when The Blob tells him he has a kid on the way.
* WhiteSheep: Liz Allen does not follow in her father's footsteps at all and even joins the X-Men to fight against him.
* WreathedInFlames: Her mutant abilities give her powers similar to Johnny Storm's.
[[/folder]]

!Other Super Heroes and Friends

[[folder:Johnny Storm / The Human Torch]]
!!Johnny Storm/ The Human Torch
Johnny Storm is a member of the world famous Fantastic Four. He unlike the rest of his family did not inherent the genius bug and was normal compared to sibling, Susan Storm who as multiple doctorates before graduating high-school. He was always an admirer of Spider-man for his selfless altruism and looked up to him. After Ultimatum, Johnny wandered to the Parker residence without anyone knowing his whereabouts. After much discussion with his sister, Johnny became a resident at the Parker household.
----
* AnnoyingYoungerSibling: To Susan Storm. It is to the point that she had to twist his arm to finish getting his high school diploma.
* BerserkButton: Johnny is really laid back until you piss him off. But one thing that you absolutely must not do is hurt his sister. He inflicted the most severe mark on Reed Richards for his trouble.
* BewareTheNiceOnes: He may seem like a fun nice kid until you piss him off. Reed Richards learned this the hard way and received a scar for his trouble after hurting Sue Storm to the point of being sent to the hospital. Norman Osborn got OHKO when he approached Johnny looking for Peter Parker. And the Chameleon learned to not mess with his best friend.
* CelebrityIsOverrated: Why he asks Peter to set him up with a normal girl, because celebrity dates only care about being seen with him. He obviously doesn't feel this way about being famous himself, though.
* TheCharmer: Even Aunt May warns him that there is no hank-panky under her roof and that she has read "stories" about Johnny's previous engagements.
* ChickMagnet: The intended variety. He is a pretty boy and he knows it although he is more confident and jocular than arrogant and conceited about it.
* DeadpanSnarker: A trait he shares with Peter although he is not as good a Peter.
* TheDitz: Compared to his family who are a bunch of geniuses, Johnny seems to want to rebel from the BookSmart tradition of his family.
* FanOfTheUnderdog: He is such an admirer of Peter because he continues to do the right thing for the sake of just doing the right thing. He even learns what it means to be a hero before the Fantastic Four announce themselves and constantly sticks up for Peter Parker as his only best friend.
* TheFightingNarcissist: Truly believes he's one of the world's greatest superheroes, often directly comparing the Fantastic Four to the Beatles.
* FunPersonified: Extremely laid back and an all-around good guy. He is usually the character that makes a snappy remark or just having a good time in general.
* HeroicBSOD: He suffered from the events of Ultimatum such as his parents dying in front of him and being used as a puppet for an Evil Spirit. He decides to room in with Peter do he no longer has to live in SHIELD protection with his sister.
* PutOnTheBus / TheBusCameBack: After Peter's death Johnny joined Kitty Pryde and Bobby Drake as a semi-part of the mutant resistance. While escorting mutant refugees, he was captured, put in a coma, and sent back to a hospital in New York. Almost a full year after that, Johnny came back and helped the Ultimates fight Reed Richards and had a reunion with all of his best friends.
* SuperpowerLottery
** PlayingWithFire: He is called the Human Torch for a reason.
** FlyingFirepower: He can fly by superheating the air around himself.
** WreathedInFlames: How his fire powers manifest.
* VitriolicBestBuds: With Peter Parker and Bobby Drake.
* WhatTheHellHero: During Ultimate X-Men, Johnny, Bobby, and Rogue are trying to stop Stryker from killing hordes of captured mutants. Kitty is the one who disagrees with the action, citing that it is a pointless endeavour, that heroes die just like Peter did, and she tries to use Peter as an example to not help them and to stay alive for themselves. This only serves to piss Johnny off.
-->'''Johnny Storm:''' How do you know so well what he wanted when he died? I mean I remember fighting Osborn that night with him. I remember Bobby being there. But tell me, Kitty, where the hell were you?
* YouNeedToGetLaid: Pretty much his response to Bobby Drake's CasanovaWannabe tendencies.
[[/folder]]

[[folder:Bobby Drake / Ice Man]]
!!Bobby Drake/ Ice Man

A mutant who discovered his powers by accidentally freezing an entire city block. He then enrolled into Charles Xavier's school of mutants and became a member of the X-Men. Bobby caused a lot of trouble for the X-Men social scale as his relationship with both Kitty Pryde and Bobby Drake became a constant disruption. After the events of Ultimatum where most of the X-Men were killed including Charles Xavier, the group was disbanded and the school closed down. Bobby, without a home since his own parents refused to take him in, tried to move in with his old teammate and ex-girlfriend, Kitty Pryde, who was staying in New York with her mother. After Kitty's mother refused to take him in, Kitty decided to contact Aunt May and ask if it was okay for Bobby Drake to move in. Aunt May gladly accepted and Bobby moved in the Parker residence which already housed not just the Parkers, but Gwen Stacey and Johnny Storm as well.
----
* AnIcePerson: He has cryokinetic powers.
* AnIceSuit: His powers manifest by covering his body in a shell of ice.
* BrilliantButLazy: Bobby has a ton of potential. When Bishop came from the future, he was remissed to find an underdeveloped Bobby Drake to be so underwhelming. He suggested that Bobby's power could stop or slow time, but alas, Bobby ignored the man and continued to goof off.
* CasanovaWannabe: He once hit on a girl by putting ice cubes in her drink. Human Torch and Spider-Man discuss the corniness of this.
%%* DeadpanSnarker
* HeterosexualLifePartners: Johnny Storm
* HormoneAddledTeenager: He always has girls on the brain. In fact, most of his interaction and dialogue is about the opposite sex. He constantly whines about how Peter seems to get almost every hot girl and expresses envy on how Johnny is a ChickMagnet. Even in danger or in a middle of a fight, the man cannot get girls off the brain.
* {{Mutant}}: He's a former member of the X-Men.
* ParentalAbandonment: His parents ditched him the moment they found out that he was a mutant.
* ThePollyAnna: On the way to the reunion with the Parker family commemorating the death of his best friend, Bobby has no worry about feeling awkward or at the very least bad about the party while Liz is a bit concerned.
* SadClown: Has a whole host of insecurities and problems such as when his powers activated, he froze an entire city block of people.
* VitriolicBestBuds: With Peter Parker and Johnny Storm.
[[/folder]]

[[folder:Felicia Hardy / Black Cat]]
!!Felicia Hardy[=/=]Black Cat
[[quoteright:300:http://static.tvtropes.org/pmwiki/pub/images/black_cat_511.jpg]]
As a young girl, Felicia Hardy saw father sent to prison, where he died under custody. Felicia, seeking vengeance for this, blamed Wilson Fisk. So she, consumed by revenge, became a cat burglar like her father and sought a way to bring Kingpin down. She even posed as an accountant that worked for the crime lord's empire. During one of burglaries, she came across a man in skintight red and blue tights trying to stop her. She took an instant liking to him.

* AntiHero
* ClassyCatBurglar
* DatingCatwoman: Subverted. She had an interest in Peter, but her interest turned to disgust when she found out how old he was. To clarify, she was 19 and Peter was 15.
* MsFanservice
* HeelFaceRevolvingDoor: While she is a mostly neutral character, she is only interested in killing Wilson Fisk o making him suffer. If doing good means helping him, she will be against it and has assisted characters who are just as bad as him just because they posed a threat to Wilson Fisk. Otherwise, she is consistently a self-serving character that does not want to harm innocents.
* TheJinx: She has the power to cause bad luck to her enemies if she so choose. It is highly situation-based as it only effects anything that tries to kill her.
* RevengeBeforeReason: She'd do anything to take the Kingpin down.
* YouKilledMyFather: Although Kingpin thinks otherwise.
[[/folder]]

[[folder:Kitty Pryde / Shadowcat]]
[[quoteright:180:http://static.tvtropes.org/pmwiki/pub/images/180px-Kitty-Pryde-Earth-1610_4302.png]]
!!Kitty Pryde[=/=]Shadowcat[=/=]The Shroud

* AdaptationalWimp: In regards to her intelligence, at least. She's nowhere near as computer savvy as mainstream!Kitty. Otherwise, it's averted.
* AllEncompassingMantle: As the Shroud.
* AllTheOtherReindeer: Is discriminated against by many of the other students for being a mutant.
* TheAtoner: The Destruction of Tian is something that she regrets to the point that she willingly stepped down from her leadership of Utopia.
* AuthorAppeal: For Brian Bendis.
* BirdsOfAFeather: How Peter and Kitty hit it off so well was that they were both pop culture geeks.
* BrainyBrunette: She is just as dorky as Peter.
* CelebrityIsOverrated: Ever since she fought off Galactus with the help of Reed Richards and the Ultimates, she is having problems with her sudden celebrity status. At one point, she was reviled as the leader and symbol of the mutant resistance and then she is rewarded with the Medal of Freedom for her exploits.
* CharacterDevelopment: She goes from ordinary teenaged girl to an ordinary teenaged girl who joined a mutant peace task force in the X-Men to a solo vigilante as the Shroud to a revolutionary fighting for mutant and human co-existence to the hero who went toe to toe with Galactus with her fists and saved the entire Universe.
* {{Fangirl}}: She was one of Spider-Man even before they started dating. Jean Grey even noted that she keeps a poster of him in her room.
* [[IntangibleMan Intangible Woman]]: Acquired post-Ultimatum.
* InTheHood: As the Shroud she wears a hooded cloak.
* JewishAndNerdy
** MatzoFever: Dated Bobby Drake, Peter Parker, Kenny Kong, and the son of Wolverine, Jimmy Hudson.
* MegatonPunch: She can ramp up her density enough to send Spider-Man flying.
* RebelLeader: Was the leader of Utopia and the Mutant Resistance. Decided to step down during the war of Tian because her methods were not working.
* RomanticFalseLead: Dates Spider-Man before settling with Kenny.
** She still holds a torch for Peter [[spoiler:a year after his death. During issue #200, she declines to share what her thoughts on if Peter had lived are, but we are shown a TheOneWhoGotAway[=/=]LostLoveMontage depicting Peter proposing to her and fighting alongside her during the Xorn/Zorn conflicts in ComicBook/UltimateXMen.]]
* ViolentlyProtectiveGirlfriend
* WalkingTechbane: Has the power to short circuit technology just by phasing through it.
[[/folder]]

[[folder:Jessica Drew[=/=]Spider-Woman[=/=]Black Widow III]]
[[quoteright:222:http://static.tvtropes.org/pmwiki/pub/images/UltimateSpiderWoman_9312.JPG]]
!! Jessica Drew[=/=]Spider-Woman[=/=]Black Widow III

A female clone of Peter Parker, Jessica Drew was one of two clones to survive the Clone Saga, and occasionally teams up with her "big brother". She was apparently dating Johnny Storm, but [[ChivalrousPervert Johnny]] himself made that proclamation and nothing has come of it since. She joined SHIELD after the Ultimate Enemy arc, and after [[spoiler:Peter's death]] she gave [[LegacyCharacter Miles Morales]] his new costume. She has since assisted Miles during the "Divided We Fall" event, and acts as his cynical tutor when it comes to being a superhero.
----
* ActionGirl: Has come into her own in Volume 3, being Miles' overseer in SHIELD and leader of the new Ultimates.
* AngerBornOfWorry: She has a big problem with this for Miles.
* AttractiveBentGender: Particularly for Johnny Storm, much to Peter's distress.
* BadassGay: Sorry, Johnny... Jess has come out as a lesbian, which isn't all that surprising considering she's the gender-flipped clone of a heterosexual male. This in no way diminishes her ability to kick ass.
* BerserkButton: Wearing a replica of Peter's costume really ''was'' in bad taste, Miles.
* BigBrotherInstinct: The reason she was being a total asshat to Miles was because she was feeling intensely protective towards him and had no clue how to apply that beyond insulting him. She completely ignored her own objectives to try to keep Miles safe, though that usually ended up inhibiting ''his'' battlefield performance.
** She also did not like the fact that Miles willingly joined the Ultimates and enlisted in war because what Miles was involving himself into was far larger in scale than anything either Peter or Jessica have faced. After the battle, she tells Miles that while she wants him to succeed and learn from Peter and her mistakes, she felt that the Civil War was essentially a stupid war in which no one would learn anything from.
** She extends this to Bombshell as well as she deliberately tries to teach her what it means to be a hero.
* [[SiblingTeam Clone Team]]: With the original Spider-Man, and since she's [[OppositeSexClone kinda his twin sister]] it makes them BrotherSisterTeam.
* CloningBlues: This is a defining conflict for her. She does not have parents and was created for the interest of science as well as a mad man's attempt to pervert every aspect of his enemy's life. She knows that she has memories of Peter Parker, but she insists that she is not Peter Parker. She goes out her way to avoid being associated with anything related to Peter Parker including Peter's friends and family and even alias(why she refuses to TakeUpTheMantle after Peter's death and Miles' short retirement) and does everything she can to shy away from that identity. Even to go as far as dropping the identity of Spider-woman and becoming [[spoiler: Black Widow.]]
* CowboyCop: Of SHIELD apparently. She conducted her own investigation of Roxxon without any authorization from SHIELD, deputized four other super powered teenagers, and shut down Roxxon and his minions down knowing that SHIELD has ties to them. When called out by Monica Chang, she just pointed out that SHIELD probably would not want to deal with a corporation that kidnapped and experimented on kids.
* DeadpanSnarker: As expected from a clone of Peter, but realizing that it is a character trait associated with Peter, she seems to not do it as much as him.
* TheDeterminator: She conducted recon on Roxxon for 32 days straight and even when he investigation became nearly fatal, she did not stop trying to bring the company down. She waited an entire year to finally get revenge on Roxxon and is adamant to wipe out every Roxxon funded operation they had even after he got the President of the company arrested.
* DynamicEntry: How she "introduces" herself to Miles.
* ImportantHaircut: Cuts her hair short when she changes her codename from Spider-Woman to [[spoiler:Black Widow]].
* ImprobableAge: Is deputized as a SHIELD agent when she was approximately 16. Peter was told he had to wait until he was 18 to join. They changed their policy about Teen super heroes after what happened to Peter Parker.
* TheLeader: Jessica Drew formed the Young Ultimates team and has legal authority from SHIELD to command the team how she sees fit. She has the most experience of the group and she seems to like encouraging her teammates, especially when they do well.
* LegacyCharacter: She is set to become [[spoiler:the third Black Widow]].
* LipstickLesbian: Finally confirmed after years of speculating that she is in fact a lesbian, with a preference for "natural redheads" and "Jewish girls".
* OppositeSexClone: Of Peter Parker.
* PoorCommunicationKills: She is really, really bad about this.
** Her first encounter with Peter ended with her attacking him (though granted, she wasn't in good condition at the time).
** She also attacks Miles before trying figure out who or what he is.
** When she and Miles are dispatched with the rest of the Ultimates to fight in the Civil War, she waits until five minutes before they intercept the Hydra army to tell Hawkeye she wants to do her own thing.
** When she's forced to follow orders and partner with Miles, she spends the entire fight alternately insulting him or throwing him around--her aim seems to be to protect him, but again, she didn't try to persuade Miles to not fight until the fighting actually began.
** When she and Miles have made up, Miles continues to ask her why she's so interested in him and what exactly their connection is; as may be obvious, she defers telling him until she's ready, only saying vaguely that it's nothing bad about him.
** Continues to have these problems as the leader of the Ultimates. She enlists Kitty Pryde as a member of the group without asking if she even wanted to or if she was even interested. Kitty could not deny it because doing so in the situation would take away the gravitas of the new guard stepping up and it was at Captain America's funeral.
** When she is trying to convince Miles to take up the mantle again, she brings up his mother which only serves to piss Miles off.
* RoaringRampageOfRevenge: Against Roxxon. She kept tabs on them for a total of two years in comic book time and researched every member of the evil corporation as well as every research project they've done. It should be noted that while Peter Parker was alive, he was suspicious of Roxxon, but never paid much attention to them. Jessica Drew has made it her life's mission to bring them down.
* ScrewTheRulesImDoingWhatsRight: Pretty much drops being an agent of SHIELD and a member of the Ultimates when she found out that Roxxon sent mercenaries to attack Bombshell despite knowing that SHIELD has a contract with Roxxon.
** GeorgeJetsonJobSecurity: Of course, this does not stop her from thinking that she has been kicked off the Ultimates. Of course, all this does is have the other members of the Ultimates ask if they can get fired or if they are even getting paid for this.
* ShipTease: With Johnny Storm, much to Peter's [[MySisterIsOffLimits disgust]].
** With Kitty Pryde in All New Ultimates.
* SuperpowerLottery: Same as Peter's, but with a few differences, namely that [[AllWebbedUp she shoots her webs from her fingertips rather than her wrists]], and they are not mechanical.
* WhatTheHellHero: Berates Miles on a regular basis.
* WhiteSheep: Her "brothers" were all either deformed, insane, or [[BreadEggsBreadedEggs deformed and insane]].
* YouFightLikeACow: Much like Peter she is a big fan of this. However, she trying to escape that association, she tones down the snark and becomes more serious in fights.
[[/folder]]

[[folder:Lana Baumgartner / Bombshell]]
!!Lana Baumgartner
Teenaged girl who Spider-Man and Spider-Woman fought in volume two along with Lana's mother, Lori Baumgartner. They were a pair of super criminals who robbed jewelry stores. After being apprehended twice, Lana was separated from her mother because the court declared her an unfit parent. Lana then became a student at Midtown High where she, unknowingly at the time, came across Spider-man sans alias. Peter became one of her first few friends along with Bobby Drake and Johnny Storm.
In Vol. 3, she returns with more of a backstory. [[spoiler:Nearly a decade and a half ago, Roxxon and his scientists decided to undergo human experimentation with prisoners. One of those prisoners that they experimented on were Lori Baumgartner and in return, she would be freed from her 25 year sentence. So after experimatation was done and Lori was given the ability to cause explosions from her arms at will while being immune to the explosion, one of the scientists that experimented on her realized that Lori was pregnant. Lori was surprised by this as well, and decided to escape Roxxon custody. After that, the ability to cause explosions was passed down to Lana as well.]]
* AllGirlsWantBadBoys: Subverted. Poey is a drug dealer and is described as dark and troubled. However, she is perfectly aware of the trouble he may cause and even uses it to her advantage when her boyfriend gets caught up with a super gang. She laments that the only reason that they are together is because they are both troubled people.
* TheBigGuy: Dagger and Bombshell fulfill this role in differing ways. Bombshell is clearly the more destructive of the two, but she is reluctant to join in a fight and is much more passive. Dagger is pugnacious and violently aggressive in comparison to Bombshell, but her power is precise and nowhere near as property damaging.
* GoodFeelsGood: She seems really enthusiastic about fighting bad guys.
-->'''Bombshell:''' We should text each other. We should do this again. Let's make a list of people to beat up and then go beat them up.
** The reason she even joined Spider-woman's team was to do good for once in her life.
* HeelFaceTurn: After getting arrested twice, she was given a third chance to have a normal life. She is unwilling to continue her life of crime and begs Peter to keep her powers a secret from the other students.
* TheLadette: Compared to most girls in Peter's life, she seems most comfortable being with the guys as she willingly sat with Peter and guys as if it were no big deal.
* TheMasqueradeWillKillYourDatingLife: As soon as her boyfriend found out about the incident between her and the Cloak and Dagger duo, he immediately broke up with her on the phone after she pleaded with him on the phone to stay at his place. Even Miles and Jessica felt awkward for her.
** One of her ex-boyfriends, Sid, finally gets revealed in the second issue of Cataclysm where she acted abrasive to probably due to a previous incident. Of course, before anything is fleshed out about him, a car drops on top of him.
** In the first issue of the All-New Ultimates, Lana deliberately sets up time with her Poey and she comes back from a hot date rather disappointed and let down.
** And then her boyfriend was offed by Diamondback and her gang as revenge for screwing up a drug operation.
* {{Mutant}}: Technically is one despite her objections to it.
* ReluctantHero: She was reluctant to use her powers because she would have been thrown in prison if she did so after Taskmaster attacked her and the Spiders, she immediately ran away. Eventually she turned around and helped out. As soon as she did, however, she was called by her parole officer about using her powers anyways in spite of it being for a good cause. She is literally not allowed by law to be a super hero.
* SirSwearsALot: Every other word out of her mouth is some swear or another. Can't really tell exactly what she is saying half the time because of censors.
** She tones it down after the time skip.
** After being attacked twice, she finally lets loose a swear after Cloak and Dagger try to make amends with her.
* SuperpowerLottery: Has an array of abilities that revolve around explosives.
** StuffBlowingUp: Her power. Problem is that she can't use it without being in physical contact with her mom.
** HandBlasts: Uses the recoil from the blast to achieve some level of Flight
** HavingABlast: Her power is to cause explosions.
** ActionBomb
* VitriolicBestBuds: With Dagger.
* WhiteSheep: Her mother was a convicted felon before Lana was born and got Lana in the business to begin with.
** She has problems with this because prior to a previous criminal history, she is not allowed to use her powers at all. If she does, then she will be thrown in prison.
* WonderTwinPowers: Her and her mom are completely powerless without one another.
** [[spoiler: The reason why they were not able to use this ability separately was because Lori gained this ability when she was pregnant with Lana.]]
** [[spoiler:TookALevelInBadass: No longer needs to be in physical proximity of her mom.]]
* YouAreBetterThanYouThinkYouAre: A subtle case. When Peter and her first met, they fought and after she was soundly defeated along with her mother, Peter told her that of all the things you use your power for, you use it for robbery. Of course, this did not stick as she went back out and robbed again. Literally years later, she finally lives out the potential that Peter saw in her and chooses to be a super hero.
** Jessica Drew seems especially supportive of her and cheers her on anytime she does anything remotely remarkable.

[[/folder]]

[[folder:Tandy Bowen / Dagger]]
!! Tandy Bowen
[[quoteright:250:http://static.tvtropes.org/pmwiki/pub/images/250px-tandy_bowen_earth-1610_from_ultimate_comics_spider-man_vol_2_23_5515.jpg]]
A blonde haired girl who attends Midtown High school. Initially, she was more or less a cameo in Vol. 1. The character was only shown indirectly as there was someone running for Midtown High's School Student Council President and won. In vol.2, which takes place after Ultimatum, the character finally made a physical debut with dialogue in which she is mutant hating jerk. After Peter's death, she meets a boy named Tyrone Johnson at his work, Burger Frog. They find some common ground that they are both School Council Presidents for their schools and immediately hit it off. After 6 months of dating, Tandy and Ty go to the prom. After declaring their love for each other, they get in a car accident on their way to prom. Roxxon then faked their deaths and experimented on them.
* ActionGirl: It should be noted that she is a lot more aggressive than Cloak and Bombshell when it comes to fights.
* AlphaBitch
* BattleCouple: With Cloak.
* TheBigGuy: Dagger and Bombshell fulfill this role for the team in differing ways. Bombshell is clearly the more destructive of the two, but she is reluctant to join in a fight and is much more passive. Dagger is pugnacious and violently aggressive in comparison to Bombshell, but her power is precise and nowhere near as property damaging.
* BirdsOfAFeather: Both she and Ty were Student Council Presidents at their schools.
* CombatPragmatist: Not above using foreign objects in a super powered brawl. In two instances, she was willing to use a plank of wood and a fallen enemy's spiked mace.
* DeathFakedForYou
* EatingOptional: Neither Cloak or Dagger have to eat.
* FantasticRacism: Hates mutants. She got it from her mom.
** YouAreWhatYouHate
* HeroicResolve: During the Ultimatum wave, Tandy, unlike her mother who was in full SocialDarwinist mode, wanted to help people out of the catastrophe without any abilities at the time. 2 years later, when faced with Galactus of all things, Tandy, when asked what to do by her boyfriend, she immediately decides to help out.
* {{Jerkass}}: Her hostility towards Kitty Pryde all has to do with Kitty being a mutant. She even called the anti-mutant task force on her for no apparent reason.
* LightTheWay: Tandy has the power to manifest Daggers of Light that feel like knives once they hit their target, but are non-lethal and disappear upon contact.
** LightEmUp
* LikeAnOldMarriedCouple: With Tyrone. They literally argue with each other about whether they have the right to place someone under arrest during a fight.
* ParentalAbandonment: Her parents along with Cloak's left them while they were left to Roxxon to be experimented on. Cloak and Dagger think that their parents were paid off by Roxxon to experiment on their lifeless bodies. The truth is that Roxxon had their deaths look like an accident and made it look like their bodies were accidentally cremated so that they could experiment on them without any legal recourse.
* StudentCouncilPresident
* TookALevelInKindness: She is much kinder now that she is a super hero, compared to how she was before.
* VitriolicBestBuds: With Bombshell and Kitty Pryde. The latter may be general animosity however.
* YouCantGoHomeAgain: The source of all her anger towards Roxxon is this. She was taken from her family and life and was presumed dead. She tries to convince herself and Ty that they should accept this, but she is still reconciling with the fact that she was abandoned.
[[/folder]]

[[folder:Tyrone Johnson / Cloak]]
[[quoteright:317:http://static.tvtropes.org/pmwiki/pub/images/tyrone_johnson_earth-1610_from_ultimate_comics_spider-man_vol_2_24_002_9516.jpg]]
A Student Council President from Forest Hill High School, he met Tandy while working at Burger Frog after Peter's death. Six months after Miles retired as Spider-Man, he and Tandy were on their way to Prom and in a car accident that left them both in comas. Roxxon then faked their deaths and experimented on them, resulting in them waking up with their powers.
----
* BadPowersGoodPeople: Cloak rarely gets angry and is often the one to tell jokes to lighten the mood. His power, however, is particularly scary. So much so that in the middle of the apparent apocalypse, when asked to teleport injured and children to the hospital, one kid out right refuses while another is seen visibly running away from him. Of course, Tandy coaxed them that it was okay and eventually they allowed themselves to be teleported to safety.
* BadassCape: Marquez's art literally makes his cloak look like it is made out of some smoke.
* BattleCouple: With Tandy.
* BirdsOfAFeather: Both he and Tandy were Student Council Presidents at their respective schools.
* TheChick: Of the new team that he joined, Cloak is mellow and rarely gets angry. He is always the one to calm the situation down if it escalates too much.
* DarkIsNotEvil
* DeadpanSnarker: Not as angsty about the transformation that he and his girlfriend went through as Dagger. He even makes light of the situation to cheer Tandy up.
* DeathFakedForYou: Courtesy of Roxxon.
* EatingOptional: Neither Cloak or Dagger feel hunger anymore.
* HorrorHunger: Averted. When Cloak consumes people with his cloak, it does not have any of the ill effects that the 616 version has. Although it seems that he can't have people in there for prolonged periods of time as he immediately releases captives as soon as they are subdued by him.
* LivingShadow
* ParentalAbandonment: His parents along with Dagger's left them while they were left to Roxxon to be experimented on. Cloak and Dagger think that their parents were paid off by Roxxon to experiment on them. The truth is that Roxxon had their deaths look like an accident and made it look like their bodies were accidentally cremated.
* PowerOfTheVoid: Has the power to restrict combatants in his "cloak" which is really excess dark matter.
* TeleportCloak
* YouCantGoHomeAgain: Both he and Dagger were made orphans the moment they were set to be experimented on. They are both lonely and can only trust each other. He is dealing with it better than Dagger.

[[/folder]]

!New York Police Department

[[folder:Captain Frank Quaid]]
!!Captain Frank Quaid

Police Captain Quaid is a gruff and overbearing officer, but one who is capable and experienced in dealing with superhumans. His motivations are a mystery, but he has so far acted to Spider-Man's benefit.

* ByTheBookCop: Compared to his predecessor, Jeanne de Wolfe, anyway. She was rampantly corrupt though, so it's not that hard to look good in comparison.
* {{Jerkass}} / JerkWithAHeartOfGold: It's hard to tell which, since his motivations ''may'' be more sinister than they seem, and he has a penchant for playing heroes like fools. He nonetheless ''thanks'' Miles for helping out, then, upon deducing that he's a little kid, scares him away rather than being overtly hostile (the rest of the cops, for context, had already drawn on Miles and ''really'' wanted to shoot him).
** He is just suspicious of Miles. He worked very closely with Peter during the Ultimatum arc and Post-Ultimatum to catch Mysterio. So far, he is pretty much the only police man willing to give Miles a chance.
* ManipulativeBastard: So far as he's been seen, which is what calls into question his seemingly helpful attitude towards Spider-Man.
* NobleBigot: He's not all that nice and his use of the term "idiot" towards criminals makes it seem a lot more offensive than it should be.
* OnlySaneMan: Which works well since he's the Captain. He usually argues down other officers if their own bigotry was getting the best of them.
[[/folder]]

[[folder:Maria Hill]]
A detective who has been investigating the deaths of the Prowler and Betty Brant. She seems to have a hunch that Miles may be the new Spider-man. [[spoiler:It was not a hunch. She already knew from the beginning as she was a SHIELD agent or at least used to be.]]

* ByTheBookCop: Subverted. Maria Hill has no problem with violating someone's civil liberties such as barging upon someone's home without a warrant and threatening to strip search them without any justification. She even scoffs at those who point out that what she is doing is wrong because of those reasons. [[spoiler:This has to do with her background as a former S.H.I.E.L.D. agent who has a lot more leeway than a cop.]]
* ReasonableAuthorityFigure
* SecretSecretKeeper
* TheCommissionerGordon
[[/folder]]


----

!Rogues Gallery

[[folder:Norman Osborn / Green Goblin]]
!!NormanOsborn[=/=]Green Goblin
[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Green_Goblin_6595.jpg]]

Father of Peter's best friend Harry, and CEO of [=OsCorp=]; Norman Osborn is a corrupt industrialist and scientist who is trying to perfect the Super Soldier drug for S.H.I.E.L.D., an obsession that leads to the neglect of his wife and son. Theorizing that if the OZ serum combined with spider DNA gave Spider-Man the abilities of a spider, then if Norman were to receive OZ combined with his own DNA, he could become a heightened version of himself.

Norman, however, is transformed into a muscular, grotesque, demonic-looking monster, granting him superhuman strength, reflexes, stamina and durability, and enabling him to leap great distances. He also has the ability to throw flaming balls of destructive power.

----

* AbusiveParents: More neglectful than flat out abusive, though he outright claims both Harry and Peter as "his".
** He starts off as neglectful towards Harry, then brainwashes him into compliance, then has him brainwashed even further to turn him into [[spoiler:Hobgoblin. Eventually, he beat Harry to death, though he did actually show regret for that one.]]
* AmbitionIsEvil: Wanted to be the usher of the new bio-engineering era that brought forth superheroes that he ignored science ethics and was willing to have Peter Parker killed when he thought the spider bite that Parker endured would stop all the progress he gained.
* ArchEnemy: Peter's. Norman Osborn brings about the beginning of Peter Parker as Spider-Man, [[spoiler:and the Green Goblin brings about his end]]. Can't get more "Arch" than that.
* AxeCrazy: After taking Oz and regaining some control of his transformation, Osborn started hearing voices in his head. In one issue, his actions were retold in his point of view where the reader can see just how crazy he is.
* BeardOfEvil: He grows an impressive one during his captivity [[spoiler: after killing Peter Parker.]]
* BigBad: Of the [[FiveBadBand Ultimate Six]].
** And pretty much the entire series.
* CorruptCorporateExecutive: Even before his transformation to Green Goblin. He was arguing about the inability to put addictive materials in Oz while citing cigarette companies getting away with it before anyone found out.
* DeathIsCheap: Norman simply refuses to stay dead which is significant in the Ultimate Universe as only two other characters have returned from death: Gwen Stacy (although technically she was never completely dead, just her genetic material was absorbed) and Tony Stark, which took the power of the Infinity Gems to revive him as well as installing his consciousness in his armor.
** Norman fell off of Queens Bridge and was shot multiple times while drowning in his first battle with Peter Parker.
** After killing his son in rage, Norman felt horrible about his actions and reverted back to his normal shelf asking to be put down. Carol Danvers happily obliged and put a bullet in his brain point blank.
** [[spoiler: Comes back to life '''somehow''' and returns in Death of Spider-man. Even SHIELD has no clue how he did it. When he escaped and reformed the Sinister Six sans Doctor Ock plus Vulture and attacks Peter only to die again...supposedly.]]
* EvilGenius: Oz gave him heightened intelligence and he was ''already'' smarter than most before. Fortunately, the OZ Serum also amplified his Narcissism to full-blown Megalomania.
* EvilIsPetty: His reason for attacking Peter stems from the fact that he thinks that he made Spider-Man (he didn't) and Spider-Man ruined everything in his life (Osborn ruined everything himself and is only delegating the blame at Peter). It gets to the point that he just doesn't care anymore.
** Has special contempt for Nick Fury particularly because he feels that Nick Fury took everything from him including whatever success he may have gained with Oz. So he deliberately does everything in his power to get a special middle finger to him even to go as far as paint himself as a victim on national television.
* GreekMythology: Osborn has a fondness for reciting the tale of Arachne and Athena. He did this with the spider and scientist that would inevitably create Spider-man. In a CallBack, he does this with the spider and the scientist that would also create Spider-man II.
* GlowingEyesOfDoom: All the time when he's in Goblin form, it's merely a tip-off that his powers are activating when he's human.
* HeroKiller: The greatest example in the Ultimate Universe. The fact that he has killed [[spoiler: Peter Parker]] speaks wonders.
** In Miles Morales: The Ultimate Spider-man 3, he appears to kill [[spoiler: Monica Chang, former Director of SHIELD.]]
* HulkingOut: He easily doubles in size and turns green when he shifts into the Green Goblin. As his powers evolve over the course of the series, his Goblin Form becomes progressively larger and more monstrous.
* IKnowYourTrueName: Knows Spider-Man is Peter Parker (but then, so do most of the other villains). Of course, this is less impressive since he had Peter watched the moment the kid was hospitalized for the Spider-bite.
* InsaneTrollLogic: A true master at this. Look at the EvilIsPetty entry
* ItsAllAboutMe: Has major issues with this. He even [[spoiler: kills Dr Octopus for daring to suggest that he played a part in the origin of Spider-Man.]]
* JokerImmunity: Between this an S.H.I.E.L.D.'s increasingly cardboardy CardboardPrison, it really got rather ridiculous towards the end. [[spoiler: After S.H.I.E.L.D. dissolves post-[[Comicbook/CataclysmTheUltimatesLastStand Cataclysm]], he is revealed to be alive and scheduled to be transferred to an actual CardboardPrison. Naturally, he escapes in-transit.]]
* KnightOfCerebus: If they aren't already, things get ''dead'' serious whenever he shows up and Peter's life gets even more stressful as a result.
* LargeHam: In his Goblin form, Norman's lines are often written with multiple exclamation marks.
--> '''Norman:''' "I own you!! Your responsibilities are to me!!"
* MadnessMantra: Gains one after [[spoiler: Peter Parker's death and his subsequent imprisonment.]]
--> '''Norman Osborn''': You're all going to burn.
* ManipulativeBastard
* MissionFromGod: Believes he's on one to kill Spider-Man in ''The Death of Spider-Man''. [[spoiler: He succeeds.]]
* MusclesAreMeaningful: When Norman transforms into his Goblin Form for the first time, he changes from a near middle-aged man (though still in good shape) to a seven-foot tall beast of a man with claws and horns. Over the course of the story, his Goblin Persona grows larger and more monstrous - at one point, he leaps onto the S.H.I.E.L.D. Helicarrier and it ''leans'' to one side due to his weight.
** MusclesAreMeaningless: Curiously, despite his great size and girth, Norman never exhibits strength on the level of Thor or The Hulk. He seems to be on about Peter's level, though he is able to throw much more mass behind his punches. It is perhaps this reason that later story-arcs tend to focus on the Goblin's [[PlayingWithFire pyrokinesis]] as his main power.
* MutualKill: Averted, unfortunately (though [[spoiler: Peter]] tried his damnedest). [[spoiler: In Miles Morales: Spider-Man #1, he's revealed to be alive and locked up. Of course, he escapes in the middle of a transfer to a less-secure prison.]]
* MyGodWhatHaveIDone: [[spoiler:After pummeling Harry to death whilst in his Goblin form, Norman simply reverts to his human form & asks for S.H.I.E.L.D. to kill him]].
* NotQuiteDead: The OZ serum he originally dosed himself with seems to have made him nigh-immortal - he's "died" and returned to life more often than the 616 Green Goblin.
* PlayingWithFire: Norman's primary power, and the one that proves the most versatile over the course of the story. During his original transformation, he could generate fireballs that [[HavingABlast explode on contact with the target]] (and doubles as a MythologyGag to the 616-Goblin's pumpkin bombs). Eventually, he could generate an [[InfernalRetaliation aura of heat]] that could melt bullets before coming into contact with him, use his flames to fuel his high-altitude leaps, and make things explode ''with his mind''... the latter of which he doesn't need to be in Goblin Form to perform.
* TheUnfettered: Both in and out of his Green Goblin persona, Osborn is unaffected by logic and is only concerned about himself. Even the death of his son did not shake him too long after the resurrection.
* VillainTakesAnInterest: As with his 616 counterpart, he's attempted to recruit Spider-Man on more than one occasion, and even considers him a sort of son in a twisted way.
* VoluntaryShapeshifting: Eventually gains control of his ability to transform.
[[/folder]]

[[folder:Dr. Otto Octavius / Doctor Octopus]]
!!Dr. Otto Octavius[=/=]Doctor Octopus
[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Doc_Ock_1777.jpg]]

Dr. Otto Octavius is introduced as a scientist at [=OsCorp=] and secretly a corporate spy for Norman Osborn's business rival, Justin Hammer. He is caught in a lab accident (the same one that turns Norman into the Green Goblin), grafting his traditional metal arms onto his body.

After this incident, he is able to communicate with these mechanical arms via telepathy, and Octavius modifies his arms to have the power to morph into different shapes. It is later revealed that rather than being able to just control his mechanical arms, Otto is able to control ''all'' metal.

----
* ArtificialLimbs
* BigBad: [[spoiler:Of the Clone Saga and the Hollywood Arc.]]
* CharacterDevelopment: Before Ultimate Enemy, he did whatever he could to ruin Peter's life and he reveled in it. It took Peter Parker to save him from being crushed to realize that he was proud of creating a hero like Spider-man in spite of him being one of the hero's worst enemies.
* CombatTentacles: Like the 616 version, he seems to have a bond to them as he is able to sense where they are regardless of the distance. Later, he gains the ability to form these out of any kind of metal.
* CutLexLuthorACheck: Averted. He is well aware of his talents and even after he became a convicted criminal, he still used his abilities or entertained the notion of using his ability to get work outside of crime.
* CyberneticsEatYourSoul: Averted. He was already conducting corporate espionage before the accident and the arm really had no affect on his personality or morality. The situation of feeling betrayed and being turned into a monster made him violent.
* {{Cyborg}}: He has his Octopus arms and harness grafted to his body. He also has eyes replaced by Cybernetics by Hank Pym. And the cybernetics were not meant to save his life or heal his injuries as Hank pointed out that they could have gave him proper treatment, but decided(without Otto's volition) to make him a cyborg.
* EvilGenius
* ExtraOreDinary: The reveal of the Clone Saga; Octavius can control metal in general, but preferred to use it in the form of his four tentacular arms.
* FallenHero: He was revered in the science community. So revered that even the Ultimates' Wasp admired his work.
* ForTheEvulz: The Clone Saga. Sure, he was given a second chance to work for the government to become a scientist again. If anybody knows the Ultimate Universe, Doc Ock could have literally created anything he wanted. However, he uses his newfound opportunity to create clones of Peter Parker and pervert every aspect of his life. And he did it for kicks.
* FreakLabAccident: He was trying to administer Oz into Norman Osborn at his resience until Osborn lost control his power and burned the entire residence down.
* [[spoiler:HeelFaceDoorSlam]]: After [[spoiler:expressing his intent to return to science and take pride in his role in the creation of Spider-Man, Otto is killed by an enraged Green Goblin]].
* [[spoiler:KilledOffForReal]]
* KnightOfCerebus: Every time he has appeared, the plot becomes darker and more serious in tone. He is not an enemy in light-hearted stories.
** His first appearance has him go on a RoaringRampageOfRevenge on people who he suspects betrays him. He is the second villain to brutally hand Peter his ass and then goes so far to kill someone on National Television. He also revealed that he knew Peter's identity
** His second appearance has him fake turning good to trick his captors, SHIELD, into releasing him. This inevitably leads to the Ultimate Six being formed to hold the country and SHIELD at hostage.
** In the Hollywood Arc, it is set up as being a fun arc that ties in the movies, but it again becomes dark as he defeats Spider-man, captures him, and drags him all the way to Mexico in order to torture Peter.
** The Clone Saga was all his idea. He was hired by the government who did not like that Nick Fury had a team of heroes under his command that could effectively win a war. So they took in Ock and he decides to clone his arch nemesis and find ways to screw with him at any possible chance. This includes making a clone and aging said clone to look like Peter's deceased father, taking another clone and melting off his face, taking another clone and adding several limbs, genderflipping a clone, and weaponizing a clone by grafting a scorpion tail to his body. What is the kicker is that he did it just to screw with Peter.
* IKnowYourTrueName: He put the pieces together after working directly with Osborn when Peter first got bitten.
* ManipulativeBastard
* MultiArmedAndDangerous
* NotThatKindOfDoctor: He is a geneticist.
* PetTheDog: After Jessica and Peter saved him, he became eternally grateful towards Peter. When the Ultimate Doom was over, Peter pondered why Reed Richards would attack his home as his other targets included the likes of Stark Industries, Baxter Building, and etc. Doc Ock assured him that Reed attacked him because he has the potential to be more intelligent than both Reed Richards and himself and some people feel that his talents are wasted in the costume.
* {{Revenge}}: It is the main motivation of Otto to get back at those who he feels betrayed him. He never seems to be interested in money or power. His revenge originated in Trask then carried over to Peter.
* SunGlassesAtNight: He wears them because his eyes were destroyed in the accident and crudely replaced by poor cybernetic eyes.
[[/folder]]

[[folder:Wilson Fisk / Kingpin]]
!!Wilson Fisk[=/=]The Kingpin
Wilson Fisk is the head of crime syndicate in New York. All facets of petty crime or highway robbery could be traced back to him. He is the Big Man in every way imaginable. He not only runs a crime syndicate, but he also is the Chairman or Fisk, Incorporated so he has a clean record as far as the public is concerned.
* {{Acrofatic}}: While he is noticeably strong enough to catch the lights of Shang-Chi off guard, he doesn't do well against the likes of Spider-man alone. Hence why he has hired hands who are quicker and are more powerful to deal with him.
* AxCrazy: He hides it well, but is a brutal thug who doesn't mind crushing skulls.
* BadBoss: Crushed an employee's head with his bare hands.
* BaldOfEvil
* BetterTheDevilYouKnow: Averted. The Ultimate Knights and Black Cat all want Kingpin gone and don't see him as necessary in the slightest.
* BerserkButton: Do not make fun of his weight, mess with his wife (and then let him live afterwards), steal his stuff, or constantly meddle in his affairs.
* BigBad: Of the Kingpin arc as well as the Ultimate Knights arc.
* EntitledBastard: Ordering Spider-Man's school blown up while class was in session after Daredevil threatened to kill his wife. And during the threat, he kept pleading with Daredevil that he had done nothing wrong because it "wasn't personal" despite the fact that in the Ultimate continuity, Kingpin was the one who killed Daredevil's father and was indirectly responsibly for the death of Uncle Ben.
* EvenEvilHasLovedOnes: Contrary to his ruthless behavior, he did care about his wife a lot and did everything in his power to wake her up from her comatosed state.
** [[spoiler:When he found out that his CorruptCop and also girlfriend, Jean [=DeWolfe=], was dead, he mourned for her.]]
* EvenEvilHasStandards: Even Kingpin knew well enough that the Ankh was too dangerous to be in human hands. Hence why he locked it away.
* IronicEcho: He pleads with Daredevil to spare his wife's life, citing that "It wasn't personal". Just before [[spoiler: his death,]] Mysterio hits him with this.
-->'''Fisk''': Who are you now?
-->'''Mysterio''': I'm actually a big fan of yours. But just so you know... this isn't personal.
* [[spoiler:KilledOffForReal: After {{Ultimatum}} literally took out his competition (and conveniently washed away any evidence of his previous wrong-doings), Wilson Fisk returns to New York to run his Criminal Empire unopposed... and is promptly blasted out of his penthouse window by Mysterio.]]
* LargeAndInCharge: Wilson Fisk is absolutely ''massive'', dwarfing Ox of The Enforcers (who is already huge) and runs his Empire through business savvy and intimidation. He is perhaps the largest purely-human antagonist Spider-Man faces.
* ManOfWealthAndTaste
* ManipulativeBastard: Finds a way to manipulate Spider-man into doing his dirty work twice such as taking out the competition when he can't do so himself since he is on constant surveillance.
* MightAsWellNotBeInPrisonAtAll: The source of one of Peter's many frustrations is that this guy can literally get away with killing someone on camera and get off while he, as Spider-man, gets demonized as a public menace when he has saved more people than most heroes combined.
* NiceJobFixingItVillain: He directly has a hand in setting Spider-Man on the path to righteousness, giving Black Cat a reason to hate him, and has managed to antagonize the Knights enough to band together to take him out.
* SwissCheeseSecurity: Averted. After one to many times of Spider-man crashing through the windows, he finally implements reinforced glass only for Peter to swing into it and crash.
* VillainousBreakdown: After Daredevil threatens his wife, and Spider-Man saves her, he demands his minions ruin their lives, going as far as telling them to destroy Spidey's school ''while the students are still in it''.
* VillainWithGoodPublicity: People have a hard time thinking he was mob boss.
* TheWorfEffect: He's a major antagonist to Spider-Man, and even held a hold on Peter financially for a time. However, [[spoiler: he is murdered by Ultimate Mysterio in his first appearance to give clout to the new villain.]]
-->'''Mysterio''': Did you read the news today? Oh boy. [[spoiler: They said a fat man fell and broke his everything.]]
[[/folder]]

[[folder:Elecktra Natchios]]
Formerly a college student who attended Columbia University. She was just an upstanding girl with a crush on the local blind guy, Matt Murdock. Everything was peachy until one of her friends were raped by the local rich spoiled guy. After confronting the guy, her family's business was bought out by rich douche's connections. Even with intervention with her then boyfriend Matt Murdock who traced the rape back to the perpetrator, the criminal got away with the crime because he had connections in court. Eventually, Eleckra sought to take matters in her own hands, but was stopped by her boyfriend who revealed himself to be Daredevil. Unconvinced and feeling betrayed by Daredevil, she killed the rapist and then ran off to be an assassin. After tumultuous fall after another, she wound up under the employ of Wilson Fisk.

* ActionGirl: Took on Spider-man and Black Cat at the same time and still came out on top.
* BadassNormal: Has no powers to speak of yet still is a dangerous combatant
* BoobsOfSteel: Rather large, [[{{stripperific}} very much on display]] breasts (which Peter doesn't fail to notice) and also one of the best fighters in the series.
* DarkActionGirl
* HeroOfAnotherStory: Was the star of her own spin-off series with Daredevil, showing her journey to villainhood.
* StartOfDarkness
* WeHardlyKnewYe: She was thrown out a multi story window by Black Cat and landed on a police car after Moon Knight threw a blade at the back of her neck. However, Jean [=DeWolfe=] confirmed that she was still alive and was in a coma.
[[/folder]]

[[folder:Sergei Kravinoff / Kraven the Hunter]]
!!Sergei Kravinoff[=/=]Kraven the Hunter
[[quoteright:192:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Kraven_5479.jpg]]

Sergei Kravinoff was the host of a reality TV show called ''Kraven the Hunter'', on which he would fight and kill dangerous animals on camera. In response to his show's flagging ratings, Sergei decided to increase his following by [[HuntingTheMostDangerousGame targeting Spider-Man]]. He ambushed the wall-crawler just after his fight with Dr. Octopus, [[CurbStompBattle ended up getting his butt kicked]], and was arrested. Humiliated by his defeat, his wife's divorce, and the subsequent cancellation of his show, Sergei tampered with his own DNA, transforming him into a bestial monster called "Kraven". He was arrested by the Ultimates and joined the Sinister Six.

----

* BadassMoustache
* CurbStompBattle: His first fight with Spider-Man was this.
* EgomaniacHunter
* HuntingTheMostDangerousGame
* LandDownUnder: Where he hails from.
** AwesomeAussie
* TheNoseKnows
* OurWerewolvesAreDifferent
* ShowWithinAShow: Was the host of a reality TV show where he killed animals with his bare hands.
[[/folder]]

[[folder:Maxwell Dillon / Electro]]
!! Maxwell Dillon[=/=]Electro
[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Electro_2199.jpg]]

A thug given electrical powers in order to combat Spider-Man.

----

* BaldOfEvil: He even grows his hair back while in a coma, and when he wakes he burns it right off again.
* EvilIsPetty: First thing he does once he's free of his restraints in ''Volume 3'' is try to kill Nick Fury, instead of escaping.
* GeneticEngineeringIsTheNewNuke: Rather than being an electrician struck by lightning, he was experimented on by Justin Hammer.
* GoodScarsEvilScars
* HellBentForLeather
* HeroKiller: He doesn't necessarily kill anyone, but he takes out major characters Iron-Man, Hawkeye, and Spider-Woman in quick succession before Miles gets the bright idea to ''not'' just attack the person made of electricity directly.
** During the [[ComicBook/SinisterSix Ultimate Six]] story-arc, the hero he ends up facing off with is ''Thor,'' in a battle that is mostly even until they take to the skies (where Thor can unleash his full strength without worrying about civilian casualties).
* JokerImmunity: [[spoiler:Aunt May shoots him repeatedly, but a few months later and he's back on his game.]]
* PsychoElectro
* RevengeBeforeReason: He decides to stay and fight Fury and potentially the Ultimates instead of escaping confinement.
* ShockAndAwe
* SuperMode: When supercharged he turns blue and [[FullFrontalAssault burns his clothes off]].
[[/folder]]

[[folder:Alex O'Hirn / R.H.I.N.O]]
!! Alex O'Hirn[=/=]R.H.I.N.O
[[quoteright:250:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_RHINO_982.png]]

----

* ForMassiveDamage: He has a control panel on his back; access is limited to a tiny slit, but its enough for Miles' [[StuffBlowingUp Venom Blast.]]
* FlatCharacter: In the comics, at least, he has no real motivation other than being crazy.
* GiantMecha
* PoweredArmor
* SesquipedalianLoquaciousness
* TheShortGuyWithGlasses
[[/folder]]

[[folder:Herman Schultz / Shocker]]
!! Herman Schultz[=/=]Shocker
[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Shocker_2142.jpg]]

----

A young inventor who turned to crime as a result of not being able to market his inventions.
* ButtMonkey: Until he TookALevelInBadass
* CardboardPrison: He simply rebuilds his gauntlets using the prison's shop station and uses them to escape.
* TheChewToy
* ClothesMakeTheSuperman: His "Vibroshock Gauntlets", which project concentrated blasts of air that has been vibrated at an intense frequency.
* CutLexLuthorACheck: Subverted as he initially tried to sell his equipment.
* EmbarrassingFirstName: Spider-Man [[WhoNamesTheirKidDude thought it was hilarious]].
* IneffectualSympatheticVillain
* LethalJokeCharacter
[[/folder]]

[[folder:Eddie Brock Jr. / Venom I]]
!!Eddie Brock Jr.[=/=]ComicBook/{{Venom}} I
[[quoteright:180:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Venom_1827.jpg]]

Eddie Brock was Peter's childhood friend, as their fathers were colleagues. After his parents died in the same accident that killed Peter's, Eddie was shuffled around from foster home to foster home. He was reunited with Peter as a college student, and showed Peter a sample of their fathers' life's-work: the Venom Project, a theoretical cure for cancer that doubled as a living costume. That night, Eddie caught a glimpse of Spider-Man in a black costume he recognized as the Venom Suit, and confronted Peter, who confessed to being Spider-Man and warned Eddie that the suit was dangerous, taking the sample and destroying it. Eddie ignored Peter's warning and used a second sample on himself, becoming a horrendous monstrosity that had to consume other living creatures to prevent the suit from devouring him.

----

* BadassLongcoat: Wears a brown trench coat.
* BigEater: ...[[IAmAHumanitarian of people]].
* BlondGuysAreEvil: Although Eddie was an entitled prick, he didn't start out evil, but bonding to a parasitic blob of hunger incarnate tends to give people the crazies.
* BodyHorror: The Venom Suit consumes Eddie from the inside out if he doesn't satiate its hunger.
* ClingyCostume: Subverted as the original Venom suit leaves Eddie to return to Spider-Man.
* CombatTentacles: Unlike the original Venom from the 616 Universe, this is Ultimate Venom's only means of ranged attack.
* ChuckCunninghamSyndrome: Hasn't been seen since Beetle abducted him.
* DeadlyUpgrade: The suit is devouring Eddie from the inside out, forcing him to satiate its ravenous hunger to stay alive.
* EvilCounterpart: Eddie is one to Peter and Venom is one to Spider-Man.
* EvilFormerFriend: Eddie and Peter were childhood friends.
* FangsAreEvil: Form when the Venom Suit begins to take control of its host.
* FlawedPrototype: The Venom Suit was the second stage of an anti-cancer treatment-turned-[[PsychoPrototype bioweapon]].
* HorrorHunger: Eddie must consume living creatures to keep the Venom Suit from devouring him.
* IfICantHaveYou: The Black Suit has a genetic memory and wants to be bonded to Spider-Man.
* ImAHumanitarian: And anything else he can grab.
* [[KillItWithFire Kill It with Electricity]]: His main weakness is high-voltage shocks.
* LegacyCharacter: Venom returns with a new host and kills Betty Brant.
* LightningBruiser: Is far more massive and stronger than Spider-Man,
* LovecraftianSuperpower: Constantly forms tendrils and spikes.
* MoreTeethThanTheOsmondFamily: Wouldn't be Venom without 'em.
* NoSell: Peter did this to [[ShootingSuperman bullets]] and to Shocker's vibroshock blasts while wearing the Venom Suit.
* OneWingedAngel: After consuming the Carnage symbiote, Venom [[HulkingOut Hulks Out]] and gets RedEyesTakeWarning.
** Averted in the Ultimate Spider-Man game, where absorbing Carnage just gives Venom his trademark spider-emblem and complete control over the suit.
* OverlyLongTongue: Likewise a staple of Venom's design.
* PowerNullifier: Inverted from the mainstream version regarding Peter's spider-sense: instead of cancelling it out, Venom overloads it, giving Peter crippling migraines whenever he's near and rendering his Spider-Sense useless either way. It has something to do with the remaining symbiote particles in Peter's blood.
* PuppeteerParasite: The Venom Suit inflicts HorrorHunger on incompatible hosts and UnstoppableRage regardless of compatibility. Even Peter couldn't control it for long.
* ShadowArchetype: Eddie to Peter, and Venom to Spider-Man.
* ShoutOut: The ''War of the Symbiotes'' arc has one to ForrestGump, with Eddie sitting on a park bench narrating his life's story to random people... before eating them.
* SuperpoweredEvilSide: While Peter had more control over the Venom suit than Eddie due to it being synced with Richard Parker's DNA, it almost caused him to eat a robber that reminded him of the crook who killed his uncle.
* UngratefulBastard: Peter tries to save Eddie from using the symbiote and warns him that it is too dangerous, but Eddie takes it as backhanded snobbery when Peter destroys it and keeps from Peter the fact that most scientists keep a back up sample of whatever they are studying and researching.
* UnstoppableRage: The Black Suit inflicted this on Peter.
[[/folder]]

[[folder:Carnage]]
!!Carnage
[[quoteright:326:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Carnage_4031.jpg]]

A protoplasmic lifeform created by Dr. Curt Connors using a sample of Peter's blood (which contained traces of the Venom Suit) and his own blood (which contained traces of the Lizard Formula), Carnage quickly mutated into a vampiric creature that drained its victims of body fluids in order to compensate for its unstable genetic structure. Spider-Man seemingly killed it, but it returned in the form of its last victim, [[spoiler:Gwen Stacy]], possessing all of her memories and believing itself to be her. It was absorbed by Venom in the ''War of the Symbiotes'' arc, leaving a perfectly healthy [[spoiler:Gwen Stacy]] behind.

----

* BackFromTheDead: As Gwen Stacy.
* BioluminescenceIsCool: Has a glowing yellow patch in the middle of its chest, though this disappeared when it came back as Gwen.
* BloodLust: Initially needed to drain the body fluids out of its victims to survive.
* BuildingSwing: Uses thin tentacles to mimic Peter's webbing.
* CombatTentacles: Like Venom this is its main means of offence.
* FangsAreEvil: Carried over from Venom.
* HorrorHunger: It initially needed to drain its victims' body fluids.
* LightningBruiser: In the [[VideoGame/UltimateSpiderMan video-game]] and ''[[VideoGame/SpiderManShatteredDimensions Shattered Dimensions]]''.
* LovecraftianSuperpower: Like Venom it constantly forms tendrils and spikes.
* {{Mix and Match Critter}}s: Spider-Man, Venom, and the Lizard.
* OurVampiresAreDifferent: Drains its victims' body fluids by stabbing them with CombatTentacles.
* [[RedAndBlackAndEvilAllOver Red and Black and Hungry All Over]]: Its coloration, with a dollop of yellow thrown in.
[[/folder]]

[[folder:Kaine]]
!!Kaine
[[quoteright:153:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Kaine_525.jpg]]

----

* BodyHorror: He has a face not even Aunt May could love.
* CloningBlues: One of five clones of Peter Parker.
* ContinuityNod: Wears a variant of Ben Reilly's costume.
* GoodScarsEvilScars
* EyeScream: One of his eyes is glazed over and half covered in scar tissue.
* InsaneTrollLogic: His solution to protecting Mary-Jane? Oz, the same thing that turned Norman and Harry Osborn into raving monsters.
* KilledOffForReal: Gunned down by Spider Slayers.
* LoveMakesYouCrazy: It also makes you forget there are several dozen armed agents of S.H.I.E.L.D. in the room as well.
* {{Yandere}}: Towards Mary-Jane, going so far as to [[spoiler:pump her full of OZ]].
[[/folder]]

[[folder:Scorpion]]
!!Scorpion
[[quoteright:250:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Scorpion_555.png]]

----

* AxCrazy: Spends most of him appearance repeating the same things over and over.
* BewareMyStingerTail: That shoots HollywoodAcid.
* ChuckCunninghamSyndrome: Hasn't been seen since Fury told a scientist to 'get to work' on him...
* CloningBlues: One of five clones of Peter Parker.
* PoweredArmor: Doubles as a Mythology Gag to the original Scorpion.
[[/folder]]

[[folder:Tarantula]]
!!Tarantula
[[quoteright:250:http://static.tvtropes.org/pmwiki/pub/images/Ultimate_Tarantula_6218.png]]

----

* CloningBlues: One of five clones of Peter Parker.
* CompositeCharacter: He's called Tarantula, wears a Venom-ish costume, and has the arachnid features of the Doppelganger.
* HeelFaceTurn: Fights Kaine to protect [[spoiler:MJ]].
* KilledOffForReal: By [[spoiler:Dr. Octopus]].
* MultiArmedAndDangerous: Has six arms.
[[/folder]]

[[folder:Mysterio]]
* ActuallyADoombot: [[spoiler:Was an advanced android created by the Mysterio from the 616 universe.]]
* AdaptationalBadass: He first appeared by killing off the Kingpin and has been since to be shown as nigh-invincible, unlike his 616 counterpart who has been more or less a joke. [[spoiler:{{Subverted}}- he ''is'' the 616 Mysterio. He's just much more dangerous in the Ultimate verse because nobody has any idea who he is and he has the benefit of a decade of experience battling Spiderman and being a supervillain.]]
** [[spoiler: The power of anonymity leads him to take bigger risks in the Ultimate Universe then he would back home.]] His idea of reinventing himself? Going out and ''murdering The Kingpin.''
* [[spoiler:CanonImmigrant: Earth-616's Mysterio was running operations in Earth-616 and Earth-1610 simultaneously with the use of his robotic avatar Ultimate Mysterio. At the end of ''Spider-Men'', he is incarcerated by The Ultimates in Earth-1610 due to his knowledge of Peter's secret identity in Earth-616.]]
* EvilGenius [[spoiler: Given how long 616 Mysterio has been combating Spidey, you would hope he knows to make a solid impression in the Ultimate Universe.]]
* MasterOfIllusion Much like his 616 version [[spoiler: to the point where its surprising to learn that ultimate mysterio is just a highly advanced android the 616 version made for himself]]
* StageMagician: He uploads his threats on YouTube before he commits a crime. He is fond of theatrics.
[[/folder]]

[[folder: Lori Baumgartner/Bombshell Mom]]
Fifteen years prior to the plot, Lori was held up in Rykers Island Prison for 18 years for armed robbery. She was chosen by a clandestine Roxxon Secret Group for an opportunity for freedom if she agreed to undergo an experiment for a super-genetics program. She of course accepted, but the details of the experiment were secret from her. The Roxxon scientists gave her the power to be a human bomb. However during the experiment, it was found out that Lori was pregnant and accidentally revealed to her. Lori precedes to escape the laboratory and presumably never to find out exactly who those people were while birthing Lana Baumgartner. Over a decade later, she returns to crime with her daughter and start robbing jewelry stores and armored cars. They refer to themselves as the Bombshells.

* ActionBomb
* BlackSheep: So much so that the courts took custody of Lana away from her declaring her to be an unfit parent.
* BookDumb: Dropped out of high-school and thought Captain America was a professional wrestler.
* HavingABlast
* LawOfInverseFertility: Apparently, Lori not only had no idea that she was pregnant, she had no intention of having a child as well.
* SirSwearsAlot: Not as bad as her daughter, but it is still apparent enough for Spider-woman to point out.
* StuffBlowingUp
* WonderTwinPowers
[[/folder]]

[[folder:The Chameleon [[spoiler:and Camellia]] ]]
* BaldOfEvil: They're both hairless unless transformed.
* TheBlank: Both Chameleon and his sister Camellia have no facial features in their true form.
* BlingBlingBang: Camilla wields a gold-plated pistol.
* HalfIdenticalTwins: Well, they would be ''completely'' identical except one has an ImpossibleHourglassFigure.
* ImpersonationGambit: Chameleon pulled one on Peter by taking over both his civilian life and Spider-Man.
* ManipulativeBastard: Chameleon and Camellia really do a number on Peter's life by tricking everyone he cares about into thinking he's a bad guy.
* OfCorsetsSexy: Camilla wears a corset, short shorts, and a [[CollaredByFashion choker]].
* OnlyKnownByTheirNickname‎: Unlike his sister, Chameleon is only known by his alias.
* VoluntaryShapeshifting: Unlike [[MasterOfDisguise their Earth-616 counterpart]].
[[/folder]]

[[folder:Aaron Davis / The Prowler]]
!!Aaron Davis[=/=]The Prowler

Miles' uncle, estranged from his father. Aaron was a small-time thief with Miles' father in his youth. While Miles' father got out of the trade before he met Miles' mother, Aaron never went straight, eventually becoming the high-tech super-criminal known as the Prowler.
* BadassLongcoat: Which he wears over his skintight suit, for no real reason as far as can be told.
* BadassNormal: It's clear that the Prowler is a very skilled fighter, being able take Spider-Man hand-to-hand. He's also very fit and skilled, being able to adapt to and use a wide range of mechanics and devices that require large amounts of athleticism.
* BlackSheep: His brother (Miles's dad) went straight a long time ago and his nephew is Spider-Man.
* ClothesMakeTheSuperman: His work clothes, which include at least finger lasers. He'll also slip into any powered armor, etc. that's handy.
* CombatPragmatist: He uses lasers in a fist fight, and is not above electrocuting and shredding enemies with a mass-razor launcher in order to facilitate an escape.
* DidNotSeeThatComing: Turns out Scorpion has impenetrable skin. That whole "revenge stabbing" thing was not a good idea, in hindsight.
* EvilCounterpart: In a lot of ways, he's this to Uncle Ben. Both he and Ben are friendly uncles to Spider-Man and act as a mentor. In the end, Aaron is a manipulative ass who tries to exploit Miles and his friendliness is conditional.
* EvilMentor: Decides that his nephew needs guidance -- so that he'll be ready to take out the Scorpion, who stands in the Prowler's way.
* GenreBlind
* HonorBeforeReason: For a certain value of "Honor". After the Scorpion's goons got a little too up-close-and-personal with him during their business transaction, he tries to kill the Scorpion in revenge once the Scorpion calls them off, instead of just finishing their business.
* HotBlooded: He makes some stupid decisions as a result. Trying to use a hold-out device as a regular weapon (it's one-use, hence the "hold-out" part), and threatening the Tinkerer when it doesn't work (he had specified that it was a "getaway jacket" and nothing else), and then immediately killing Tinkerer, ''the guy who makes his equipment'' because the Tinkerer gave him some generic information regarding Spider-Man's origins and Aaron apparently thought it was too sensitive to let him live.
** [[spoiler:This becomes his undoing. Miles and he get into a fight and his recklessness (namely his using a sonic gauntlet in a fight even after seeing it get badly damaged) and disregard for anybody but himself and his own desires gets himself killed.]]
* [[spoiler:KilledOffForReal: Died in Ultimate 12.]]
* {{Jerkass}}
* MoralityPet: He and Miles actually get along very well, Miles hanging out at his place when he needs to get away from his parents. For his part, Aaron makes sure to keep his criminal activities out of sight and is otherwise a doting uncle, being very encouraging when discovering Miles won the lottery for being accepted in the school. [[SubvertedTrope That gets thrown out the window]] early on once he finds out Miles is the new Spider-Man, at which point [[PoisonousFriend he quickly makes plans to exploit him]].
* NiceJobFixingItVillain: While robbing Oscorp, a genetically engineered spider, very similar to the one that bit Peter, snuck out of its holding chamber and into his bag, later biting Miles when he came over to visit and creating the second Spider-Man.
* NotSoDifferent: Claimed this about Miles with [[spoiler:his dying words]].
--> How about...that? You are...just...like me.
* OhCrap: The Scorpion provides an extended one for him, once it becomes more and more apparent just how dangerous he is. Eventually he's just plain terrified of Scorpion.
* PoisonousFriend: He claims that he's just trying to train Miles out of familial care, but he's manipulative and cruel about it, blackmailing Miles and maintaining that Miles owes him for the powers. It's also clear that Miles is at least in part a tool to get rid of the Scorpion.
* StarterVillain: For Miles Morales. His familial and emotional connection with Miles make him a far more personal threat then most and he gives Miles the most trouble as he's first starting out.
* SternTeacher: Once he starts trying to get Miles to fulfill his potential. Which he does so by intimidating him and beating him up, though granted Aaron was [[TeachHimAnger planning on Miles' powers to make this backfire on himself]].
* TeachHimAnger: He tries to get Miles to stop holding back as Spider-Man this way.
* WhereDoesHeGetAllThoseWonderfulToys: From the [[GadgeteerGenius the Tinkerer]], of course. Unfortunately, he kills the Tinkerer early on, forcing him pilfer the Tinkerer's stash.
[[/folder]]

[[folder:Maximus Gargan / The Scorpion]]
!!Maximus Gargan/The Scorpion

A Mexican crime lord who followed The Prowler up to New York for revenge for a double-cross. Once there, he decided the city needed a new Kingpin, and set out to consolidate his territory and terrorize The Prowler. Possesses nigh impenetrable skin and wields a fearsome chained flail similar to a scorpion's tail.
* AwesomeMcCoolName: ''Maximus'' Gargan.
* BroughtToYouByTheLetterS: He has the word "Scorpion" tattooed across the front of his neck. Since he's a huge guy with a bull neck, it's really prominent in any frontal shots.
* TheBrute: Although a fairly eloquent and intelligent example. He has the cleverness and ambition to (try to) assemble a criminal empire. However, his anger issues tend to turn anyone who bothers him into paste, [[AsskickingEqualsAuthority though this isn't necessarily a hindrance]].
* ComicBookFantasyCasting: Is drawn to resemble Creator/DannyTrejo, down to the placement of his tattoos (though Maximus has ink more relevant to his character).
* DecompositeCharacter: 616 Mac Gargan becomes both the Clone Saga Scorpion-Peter Parker, and a Mexican crime lord. Neither actually ''resemble'' him all that much, except that the former has the costume and the latter (almost) his name. Maximus more closely resembles another Spidey villain, the Black Tartantula, a South American crime lord who, likewise, has ambiguous superhuman powers.
* EpicFlail: He can demolish entire large rooms filled with equipment and containers in just a couple swings.
* ImplacableMan: He's nigh-invulnerable and shows it.
* InexplicablyAwesome: Though an explanation may be forthcoming, the hints given so far about his strength and resilience are incredibly vague, and he is otherwise just another crime lord. Even when in FBI custody sometime in the past, they were unable to confirm whether or not he was superhuman, and rumors of his powers likewise travel in criminal circles without any confirmation. The Scorpion implies that his impenetrable skin has something to do with where he came from.
* MadeOfIron: Can take electrical shocks and blunt force trauma pretty well, in addition to his tough skin, though it's unclear as to whether it's actually SuperToughness or not.
* MissionFromGod: Once he sees how pathetic criminals in New York were, he realizes that God could only have sent him to New York to turn things around.
* MoodSwinger: When he loses his temper, ''he really loses his temper''.
* MythologyGag: Mac Gargan → Maximus Gargan, and of course the scorpion flail.
* NighInvulnerable: Overlaps with MadeOfIron. Sufficiently sharp blades or razors can become embedded in his skin, but not pierce completely through. The pain can incapacitate him, though.
* OneSteveLimit: During the Clone Saga, one of Peter's clones was clad in a [[MythologyGag cybernetic suit of armour equipped with an acid-spewing tail]], and was the only clone aside from Spider-Woman to survive.
* RaceLift: Once his connection to the mainstream Scorpion was solidified, we have the Scorpion going from Caucasian to Mexican.
* VisionaryVillain: Comes to believe that the crime element of New York is both unorganized and weak; he wants to take back control of crime and bring some class to the criminal underworld.
* YouCantFightFate: Probably related to his belief in his MissionFromGod, he sees fate as the series of challenges life presents you; you either bow before them or fight through them -- either way, there's only one possible outcome based on who you are.
[[/folder]]

[[folder:Venom II]]
!! Venom II[=/=]Dr. Conrad Marcus

[[quoteright:251:http://static.tvtropes.org/pmwiki/pub/images/Venom_Conrad_Marcus_1606.png]]

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The third host of the Venom symbiote. He once worked as a scientist for Oscorp but switched to Roxxon, and when he learned Betty Brant was investigating an OZ-infected spider that had given Miles Morales his powers, he stole a sample of the Venom Suit from Roxxon and used it to kill Betty. He confronted and injured Jefferson Morales, who Betty's notes indicated was Spider-Man II, but was driven off by Miles.

* AmbiguousSituation: There's a lot to cast doubt on whether his supposedly secret identity is actually that. Notably, it was at one point made clear that this version of Venom was operating without a host, and another that he had a mysterious connection to Miles' father.
** [[spoiler:When Conrad first appeared, Osborn offered him a lot of money to replicate the spider who created Spider-Man because Osborn couldn't do it himself. When he learned that the new Spider-Man was indirectly made by him through Betty Brant, he may have decided to reclaim what was his or at least abduct Miles since the spider Betty brought him died and he needed to learn how he did it in order to profit from it.]]
* CombatTentacles: His first appearance in the third volume is him shanking Betty Brant with a razor tentacle.
* EarlyBirdCameo: Conrad Markus appeared in the very first issue creating the spider that bit Miles.
* HulkingOut: Initially resembles a skeletal version of Eddie Brock's Venom form with clawed feet, but quickly becomes far larger and more bestial in appearance than Eddie was, [[PrimalStance walking on all fours]] and having an elongated snout resembling the giant Venom in ''VideoGame/SpiderManWebOfShadows''.
* KilledOffForReal: By the police opening fire on him after Spider-Man II stripped him of the symbiote.
* IAmAHumanitarian: Tries to eat a police officer and later absorbs Miles, which backfires when Miles uses his Venom Blasts to pull a ChestBurster and strip Marcus of the symbiote.
* LegacyCharacter: The third person to don a sample of the Venom Suit, though where Roxxon acquired the sample is unknown.
* MorallyAmbiguousDoctorate: Used to work as a scientist for Oscorp before switching to Roxxon.
* OverlyLongTongue: Even longer than Eddie Brock's.
* PrimalStance: Becomes ''far'' more bestial in appearance as Venom than Eddie Brock was.
* SanitySlippage: The Venom Suit increasingly influences Markus, wanting to bond to Spider-Man.
[[/folder]]

[[folder: Donald Roxxon]]
Donald Roxxon was born into a wealthy family and became the heir to Roxxon Corporation. After his father died, the multi-billion dollar pharmaceutical empire was left to him despite not having any business skills nor the genius of his would be Rival Norman Osborn or business tycoon, Justin Hammer. After losing Captain America, Nick Fury enlisted the help of several corporations that may be interested in finding the next super-soldier program. So he did whatever he could to compete with Osborn and his competitors to gain the next super-soldier formula since it granted contracts from the Military even sinking to child abduction, human experimentation(way before Osborn even considered), and many unethical means.

* AbusiveParents: It has been stated that his dad hated him and even sometimes beat Roxxon.
* BigBadWannabe: He fervently believes in his own abilities, but he just does not cut it as a menacing villain compared to the likes of Osborn. However, he does have money to hire competent people who make up for his incompetence.
* ButtMonkey: Long before his introduction, Roxxon has been regarded as a bumbling oaf who fell into money. His own father abused him and hated him. His own colleagues readily acknowledge how crazy insecure he is and only use for money so he can fund their experiments.
* CompensatingForSomething: He tries to make up for his lack of intelligence and business skills to compete with the likes of Hammer and Oscorp by hiring scientists to do his experiments without actually understanding what they are doing. The only reason that he lasted so long as a corporation was because Osborn and Hammer took themselves out.
* CorruptCorporateExecutive: This guy takes the cake. He is only formidable because he is extremely rich and desperate enough to make profit to the extent that he suspends ethics.
* DependingOnTheArtist: His appearance changes all the freaking time. About the only thing that remains consistent is his [[GagNose nose]].
** In his first appearance, he's overweight and clean-shaven.
** In his second appearance in Ultimate Enemy, he's suddenly thin and has a moustache.
** In his third appearance, when Miles confronts him, he's suddenly clean-shaven and slightly portly again.
* DisposableVagrant: Roxxon, would kidnap or experiment on people who nobody would miss. There was an entire list of experiments.
* EvilGloating: From the minute Miles and Spider-Woman burst into his office, he starts bragging.
* ItsAllAboutMe: A serious case of this.
* {{Motormouth}}: Not in the traditional sense, but it's pretty clear his mouth moves much, much quicker than his brain.
* NiceJobFixingItVillain: This guy pretty much placed the instruments to his demise and inadvertently made an entire super-hero team hate him.
** First, he unlawfully granted pardon to a criminal in order to have his scientists experiment on her. After the experiment was successful, she escaped and then her child who she was pregnant with gained powers as well came back fifteen years later and helped secure his demise.
** Second, he worked with Dr. Octopus to clone Peter Parker multiple times. One of those clones turned out to be the gender swapped clone, Jessica Drew. She harbored se much resentment for Roxxon Corporation that she had them infiltrated twice upon finding out the ties to her creation. Her resentment towards her former creators was the main reason why she formed the teen of pissed off teenage supers who also have been mistreated by Roxxon.
** Third, Cloak and Dagger were more immediate than the previous two, but after kidnapping the kids, having their deaths faked, and then experimented on, Cloak and Dagger escaped from Roxxon, made public news that drew the attention of Jessica Drew and helped Miles come out his retirement. The reason that they were able to get in contact with Spider-woman, Spider-man, and Bombshell was because Roxxon sent out a hit to attempting to cover up his tracks which led to a fight.
** Finally, Miles Morales came out of retirement because of what he did to the previous four. Then he found out that Roxxon was involved with the Venom Symbiote that caused his mom's death and was the one who hired Aaron Jefferson, the Prowler, to steal from the Oscorp building which led to the Prowler accidentally stealing the spider that went on to bite Miles Morales.
* NotSoHarmlessVillain: For all his incompetence and boobery, he still has moments of competence. Not to mention whatever it was he did to Miles' dad all those years ago.
* SmallNameBigEgo: Tries to act like he is "the leader of men" and SHIELD won't take him under custody because he works with SHIELD. He turns out to be wrong on both accounts.
[[/folder]]

[[folder: Roxxon Brain Trust]]
A group of scientists hired by Roxxon to create genetically powered super beings. They have no moral compass and would gladly suspend ethics for the sake of scientific discovery and money.

* AdaptationalVillainy: Layla Miller is here a cold-blooded MadScientst and agent of Apocalypse.
* MorallyAmbiguousDoctorate: All of them.
* UnexplainedRecovery: The last time Nathaniel Essex was seen anywhere, he was in a S.H.I.E.L.D. cell.

[[/folder]]

[[folder: Anthony Masters / Taskmaster]]
In wake of the recent activities of Cloak and Dagger after they broke loose from Roxxon captivity, Donald was worried that the public would put two and two together and suspect Roxxon of doing something. In spite of it being pointed out that he has plenty of capable employees who could capture the couple, he insists on hiring outside help such as Anthony Masters aka Taskmaster.
* AdaptationalBadass: While the Taskmaster has always been a badass villain, the Ultimate version of him is pretty much him without the goofy mask, sword, and hooded cape and replaced with a machete, a skull mercenary mask, and a multitude of guns. It took the combined strength of both Spider-man and Spider-woman, Bombshell, Cloak and Dagger to bring him down.
* {{Expy}}: Of ''[[Franchise/FridayThe13th Jason Voorhees]]'', both being enormous, [[ImplacableMan nigh-invincible]] men of few words who wear skull-esque masks and NoSell anything their victims throw at them. He even wields a ''machete!''
* HiredGuns
* NoodleIncident: Off-handedly mentions an experience with Wolverine that reinforces his policy to just shoot supers in the head and ask questions later.
* [[spoiler: PowerCopying: He can absorb the power of supers through direct contact of use of super powers. He then can throw it right back at them.]]
* NowItsMyTurn: When Jessica delivers a NoHoldsBarredBeatdown on Taskmaster, she and Miles assumes that it is over. However, they are sorely re-missed.
--> '''Miles:''' Nice.
--> '''Jessica:''' Thanks. [[TemptingFate That wasn't so...]]
--> '''Miles:''' [[OhCrap Umm.]]
--> '''Jessica:''' Hard.
--> '''Miles:''' Um.
--> '''Jessica:''' Oh, %@$#
--> '''Miles:''' Yeah.
--> '''Taskmaster:''' (Wearing a depraved and wicked smirk on his face) My turn?
* RaceLift: From Scary white man in a costume to ScaryBlackMan in military gear.
* ScaryBlackMan
* SuperToughness: He can take extreme amounts of punishment that a normal human could not possibly take. [[spoiler: He can also dish it right back as well.]]
* ScrewTheRulesIHaveConnections: When Jessica declares him under arrest under the pretense of being a deputized agent of SHIELD, he laughs at her and states that he does not give a damn about her authority.
[[/folder]]
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