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Characters: Ultimate Spider-Man

Character sheet for the ever-expanding, colorful cast of Spider-Man's ultimate incarnation.

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Main characters from Volumes 1 & 2

    Peter Parker / Spider-Man 

Peter Benjamin Parker/Spider-Man

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. One issue shows us Peter when he was a little kid, where he takes this Up to Eleven.
  • Alliterative Name: He's a re-imagining of the trope codifier in comics. Peter Parker.
  • Always Save the Girl: He has made several rescues at his own expense to rescue female friends. Although this really has no exception as he would save anyone regardless of the gender, he makes greater strides for his love interests.
  • Ambiguously Jewish: He would sometimes speak Yiddish, although this had more to do with Bendis being Jewish.
  • Animal Motifs: He calls himself Spider-Man for a reason.
  • The Atoner: Everything he does is to make up for his failure to save his beloved Uncle Ben.
  • Badass: He trash talks and beats up anyone and everyone thats on his bad side or evil and is more impulsive and rebellious.
  • Back from the Dead: On the last page of Miles Morales: Ultimate Spider Man #1, Peter shows up demanding that Miles return his web shooters and relinquish the identity of Spider-Man.
  • Badass Bookworm: 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.
  • Berserk Button: 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.
  • Beware the Nice Ones: You DO NOT want to threaten his loved ones. The results will not be good for you.
  • Big Damn Heroes: [[spoiler: In Miles Morales: Ultimate Spider-man #4, he joined the fight between Miles and Green Goblin and subsequently rescued Miles from danger.
  • Boxing Lessons for Superman: Discussed with MJ after his first fight with Doc Ock.
  • Breakout Character: To explain, Ultimate Spider-Man was originally just supposed to be a Mini-Series; a modern reinterpretation of the Spider-Man Origin. Similar to Spider-Girl, 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.)
  • Brilliant, but Lazy: 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.
  • Brooklyn Rage: The quintessential New York superhero.
  • Buffy Speak: Almost more than 616!Peter. And that's saying something.
  • Butt Monkey: He's suffered a lot, and in the rare moments something good happens to him in most cases it's temporary.
  • Building Swing: As usual, he uses his webs to get around in this manner.
  • Car Fu: Once put down Omega Red by dropping a fork lift on him.
    • While bleeding out from a gunshot wound, he beats the Green Goblin to death with a truck.
  • Chronic Hero Syndrome: Oh, so much. It's also what gets him killed, in the end.
  • Clark Kenting: Absolutely 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.
  • Clueless Chick Magnet: A great deal of the female superheroes (and a few supervillains) he's met have been attracted to him.
  • Comes Great Responsibility: Part of the motto he inherited from his uncle, and the reason he does what he does.
  • Cool Loser: Subverted. He may have some friends around him, but they are usually Mary's friends as times when they break up, those "friends" aren't around him much.
  • Cursed with Awesome: Being Spider-Man pretty much destroys his academic career, and any chance of happiness he has. On the other hand, he's capable of web-swinging all over New York, and has the chance to do some serious good in the world.
  • Deadpan Snarker: Peter incorporates this into his fighting to distract his opponents and get them to slip up.
  • Declaration of Protection: When Norman tries to kill Miles Morales, Peter intervenes, calling Miles the "president of [his] fan club" and threatening to "smack the ugly off of [him]" if he keeps at it.
  • 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.
  • Digging Yourself Deeper: 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.
  • Dork Knight: 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.
  • Doom Magnet: Bad things happen to him on a regular basis. Hey, he is Spider-Man.
  • Dude, Where's My Respect?: He's arguably Marvel's definitive example of this trope, and 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?
  • Dying Moment of Awesome: Has one during his final battle with the Green Goblin.
  • Expressive Mask: His eye lenses often change shape to convey emotions.
  • Failure Hero: He is driven to heroism by his failure to save Uncle Ben and protect the original Gwen Stacy.
  • Fire-Forged Friends: With most of the other teenage superheroes.
  • Fragile Speedster: Less so than the mainstream version, but he's just as agile and can still hit like a truck.
  • Genius Bruiser: He's the smartest kid in his class, but hits like a truck.
  • Guilt Complex: Exploited for all the angst its worth and even lampshaded.
    Peter: I feel bad.
    Mary Jane: Yeah but that's your default setting.
  • The Hero: Was this for the entire Ultimate line, up until his death. Even Nick Fury seems to think so.
  • Hero with Bad Publicity: Until 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.
  • Heroic Sacrifice: Peter took a bullet for Captain America, and when the Sinister Six attacked his home proceeded to fight them all off before dying.
  • Hippie Parents: 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.
  • Hollywood Dateless: 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's only temporary, and they get back together 9 issues later.
  • Hormone-Addled Teenager: 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.
  • Hot-Blooded: Peter, when stressed out or angry, tends to act extremely impulsively. Rather tragically ends up being his Fatal Flaw.
  • Insane Troll Logic: Peter is utterly convinced that the only thing keeping him from being evil is his genitalia, as a conversation with Spider-Woman reveals.
  • Messianic Archetype: Arguably of the Ultimate Marvel Universe. In a world full of anti-heroes and Heroic Neutrals, Spider-Man is perhaps the only hero who does good for the sake of good (usually). This gets lampshaded during Ultimatum and outright confirmed in Ultimate Fallout.
  • Motor Mouth: Doesn't pause his mid-fight quipping to breathe.
  • My Opposite-Sex Clone Is Off Limits: Was so disgusted / disturbed 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.
  • Nerds Are Sexy: He's quite the Chick Magnet considering he's a complete dork.
  • No-Holds-Barred Beatdown: Get him angry enough, and this will happen.
  • Not Quite Dead: As of Miles Morales: The Ultimate Spider-Man, he's back and not happy... although it could be a clone.
  • Ordinary High-School Student: He was a student at Midtown High before getting his powers.
  • The Paragon: He inspired Miles to take up the mask 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.
  • Parental Abandonment: Leaving him with Ben and May. Interestingly, we're given conflicting accounts of how it happened; either Mary & Richard died 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 video game treated that supposed cover story as real and used it as a plot point.
    • Word of God is that it's the second one, and that they survived the former. Which, given that Bendis wrote both, could have been made clearer.
  • Reluctant Hero: 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.
  • Sad Clown: One of the reasons he cracks so many jokes is to disguise how scared and miserable he is.
  • Save the Villain: 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!
  • Small Steps Hero: 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. It nearly gets him killed, due to a combination of Nightmare and Hulk.
  • Socially-Awkward Hero: 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.
  • Stealth Expert: Tailed Nick Fury without being noticed for two hours sans costume, after getting beaten up by Venom.
  • Superpowered Evil Side: The two times Peter wore the Venom Suit it functioned as this. The first time it slowly inflicted Unstoppable Rage; and Horror Hunger on him, and the second time it outright pulled a Demonic Possession until being removed by the Ultimates.
  • Superpower Lottery
    • All Webbed Up: Spider webs make a return, of course, though he doesn't get to be quite as creative with them as the 616 version.
    • Healing Factor: He recovers from injuries faster than normal, though it's not anywhere near Wolverine-levels.
    • Super Toughness: He has been electrocuted and thrown off a building on one occasion, and being good to fight soon after, though some of that is his stubborn refusal to stay down.
    • Spider-Sense: Notably less effective than the 616 version, though still very serviceable in a fight. It takes him several issues to figure out what it is.
    • Super Reflexes: He can dodge bullets with the help of his Spider-Sense.
    • Super Speed: He can outrun cars when he gets going.
    • Super Strength: Though he is smaller and weaker than his 616 counterpart, with most estimates putting him as only half as strong.
    • Superhuman Agility and Dexterity
    • Wall Crawl: He can cling to any surface.
  • The Hero Dies: Pete's shot by a sniper and slowly bleeds out while fighting the Sinister Six, dying just after seemingly killing the Green Goblin.
  • Teen Genius: 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.
  • Took a Level in Jerkass: When he confronts 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 takes inspiration from the original The Clone Saga, 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.
  • Tranquil Fury: Much like the original Spider-Man, get Peter angry enough, and the jokes stop, and all that's left is someone with the proportional strength of a spider, and a lot of anger.
  • Trickster Archetype: Especially with the Kingpin.
  • True Companions: By the time of The Death of Spider-Man, Peter has built up a small circle of Secret Keepers and fellow teen heroes that qualify as this.
  • Unexplained Recovery: Absolutely no explanation is given for his sudden resurrection, although Miles, Genre Savvy as he is, dials "clone" as his first conclusion.
  • Unpopular Popular Character
    • In-Universe example. Spider-Man is almost consistently feared and distrusted by the masses. Before Ultimatum, anyway. And yet the Kingpin makes millions out of merchandising him, and a film is made about him that proves to be a runaway success.
    • 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.
  • Vindicated by History: Zig-zagged In-Universe, but Spider-Man is eventually consistently well-liked after his death.
  • Would Hit a Girl: Being a girl villain does not mean he will not beat you up and leave you hanging from a streetlight for the cops.
  • Yiddish as a Second Language: Here moreso than other versions.
  • You Fight Like a Cow: The master of this trope.

    Ben Parker 

Ben Parker


    May Parker 

May Parker


  • Beware the Nice Ones: She shoots Electro for attacking Peter.
  • Did You Just Punch Out Cthulhu?: She completely tore a strip off of J. Jonah Jameson for firing Peter. Oh, and she shot Electro in the spine!
  • Fan Of The Underdog: 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.
    • Surprisingly, she is rather supportive of Miles and outright approves of him being Spider-Man. She even let him have Peter's webshooters.
  • Granny Classic: She has the looks (originally), but unlike her mainstream counterpart is tech savvy.
  • Hippie Parents: She was a hippie back in the day. Not so evident now.
  • Locked Out of the Loop: Doesn't learn Peter's being Spider-Man until issue one hundred.
  • Mama Bear: She busted a cap in Electro's ass when he attacked Peter on their front lawn.
  • Moment Killer: She takes it upon herself to prevent Peter and MJ doing anything under her roof.
  • Never Mess With Auntie: She may be a middle-aged woman, but she can handle herself.
  • Parental Substitute: For Peter, and later Gwen Stacy, Johnny Storm, and Bobby Drake as well.
  • Progressively Prettier: 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.
  • Totally Radical: No hanky panky under her watch!

    Mary Jane Watson 

Mary Jane Watson/Demogoblin

Peter's neighbour, oldest friend and on-and-off-and-on-and-off-and-on-and-off again girlfriend.


  • Abusive Parents: In accordance with her mainstream counterpart, but a different type of abuse.
  • And Now for Someone Completely Different: Mainly in tastes in men. She went from Dorky social outcast like Peter Parker to Tall, Dark and Handsome GQ'esque model pretty boy.
  • Badass Bookworm: She's almost as much of a grade stickler as Peter and she drove a truck into the Green Goblin. 'Nuff said.
  • Betty and Veronica: The Betty to Kitty's Veronica, and again to Gwen's Veronica.
  • Big Bra to Fill: Averted unlike the 616 version. She is not as curvaceous as her 616 counterpart or most comic book damsels would be for that matter.
  • Blonde, Brunette, Redhead: She is the redhead to Kitty's brunette and Gwen's blonde.
  • Break the Cutie: Arguably the whole series is an exercise in breaking her as much as possible.
  • Buffy Speak: Just as prone as Peter.
    Mary Jane: And thus ends the tyrannical tyranny that was my life.
  • Car Fu: To reiterate: She drove a truck into the Green Goblin.
  • Clingy Jealous Girl: Mary Jane has problems with this in regards to 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.
  • Composite Character: She has shades of both 616!Mary Jane and 616!Gwen Stacy's personalities. Norman Osborn even 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.
  • Cool Big Sister: 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.
  • Deadpan Snarker: She often is this together with Peter. Or towards him.
  • Depending on the Artist: 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.
  • The Determinator: So, she's had to deal with an abusive father, tossed off a bridge, abducted by an evil clone of her boyfriend, transformed into a giant hairy death beast, had her heart broken on multiple occasions, and had to watch her boyfriend be murdered by the Green Goblin. And she's still going
  • Emo Teen: Becomes this after Peter died.
  • Fiery Redhead: Subverted, being much more calm and collected than the mainstream version.
  • First Love: 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.
  • Green-Eyed Redhead: Well, duh.
  • Intrepid Reporter: Becomes the teenage equivalent when she joins the school news team later on the series.
  • Keep the Home Fires Burning: 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 Peter dies.
  • Master of the Mixed Message: 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.
  • Muggle Best Friend: Even moreso than 616!MJ due to practically being Peter's only friend for the majority of the series.
  • Official Couple: Every time her and Peter breakup it does not last long.
  • Plucky Girl: Very optimistic despite getting so much crap thrown at her most people would have gone nuts by now in her situation.
  • The Reveal Prompts Romance: 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.
  • Second Love: 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.
  • Secret Keeper: Peter tells her that she is Spider-Man early in the series.
  • Significant Green-Eyed Redhead: Pretty much a given.
  • She Cleans Up Nicely: Not that MJ isn't pretty anyway, but when she dresses up for a fancy date, she goes all out. Of course, about the only time we see proof of this, it's actually a scheme of Nightmare's, but it was disguised as MJ.
  • Super-Powered Evil Side: 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 was never addressed.
  • Tomboyish Sidetails: 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.
  • True Love is Exceptional: Her relationship with Peter had its ups and downs, but they were meant to be together right from the start.
  • Women Are Wiser: Oh so much. Peter would fall apart without her.

    Gwen Stacy 

Gwen Stacy/Carnage

The first other girl in Peter's life, and about as different from MJ as is humanly possible. Hides a lot of issues under layers of snark.


  • Abusive Parents: Her 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 when Gwen went looking for her she made it clear she didn't want her in her life. It is so bad that even Aunt May calls her a "bitch."
  • Axes at School: Brings a knife to school in her debut.
  • Back from the Dead: When SHIELD clones Carnage, it manifests a human form that is a complete duplicate of Gwen - memories and all.
  • Betty and Veronica: The Veronica to MJ's Betty.
  • Broken Bird: A whole mess of issues, even before her father's killed.
  • Bully Hunter: Pulls a knife on Kong in her first week at a new school after she saw him picking on Peter.
  • Brought Down to Normal: Is stripped of her symbiote by Venom. She's perfectly okay with that.
  • Cool Big Sister: To Peter, until she starts dating Peter herself.
    • Is now one to Miles.
  • Depending on the Artist: 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 wears a punk attire, and 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 and a dress, and loses the side tails. 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.
  • Depower: She lost all her Carnage powers because of Venom. She wasn't exactly sad to see them go.
  • Dropped a Bridge on Him: Gets killed by Carnage right when she was going through some great character development.
    • Back from the Dead: Technically, yes. 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. As far as the characters are concerned, she looks like Gwen, acts like Gwen, thinks like Gwen, and there's no reason to say she isn't Gwen.
  • Geeky Turn-On: At the two year commemoration of Peter Parker's death (Ultimate Spider-Man #200), Ganke made Gwen Stacy something supposedly made out of Lego (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 The Big Damn Kiss for his trouble.
  • Get a Hold of Yourself, Man!: Gwen was not exactly pleased when Miles refused to suit up to handle the superhero battle.
    Gwen (after slapping him): Peter Parker died! My father died just like your mother did! And you don't know what to do? You get up. You get up!
  • Happily Adopted: She adores living with Aunt May. It helps that May is more of a mother than her actual mother ever was.
  • Hates Everyone Equally: Not much of a social butterfly. At all.
    Gwen: And I don't like people.
  • Lovecraftian Superpower: As Carnage she could project tentacles and spikes to attack.
  • New Transfer Student: Transfers in a few issues in.
  • Odd Couple: 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.
  • Parental Abandonment: Her mother abandoned her after her father died. When asked about her, Gwen asks SHIELD to pass along a message, said message being a long string of profanity. Later on it turns out Gwen is still hurting over her mother's treatment, especially when it turns out mama Stacy couldn't care less about her daughter.
  • Second Love: 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.
  • Shipper on Deck: Totally ships Mary-Jane/Peter. Even while she was dating Peter herself, she acknowledged he was meant to be with MJ.
  • Sugar and Ice Personality: Gwen isn't the greatest social butterfly there ever was, but she still cares about Peter and MJ far more than she lets on.
  • The Tease: Eddie Brock calls her one when she refuses to put out on their first date. But then, Eddie Brock is an asshole.
  • Troll: Hints she might be gay just to mess with MJ's head.
  • Spider-Man Killed My Father: Her father was killed by a mugger dressed as Spider-Man, leading her to declare a vendetta against the wallcrawler, though she grows out of it when she learns that there was no way that Peter could have killed her father.

     Richard and Mary Parker 

Richard and Mary Parker

Peter's parents, who died when he was little. Exactly how they died is a matter of debate.


  • Comic Book Death: The Clone Saga makes it look like Richard survived, but was unable contact his son all those years. Then it turns out that nope, it's just a clone.
  • Continuity Snarl: How they died. Either they died in a highly suspicious plane crash, or they were the first ever Hulk victims.
  • Happily Married: By all accounts.
  • Horrible Judge of Character: Richard trusted Trask Industries, and got completely screwed over for it.
  • Hot Scientist: Both of them.
  • It Runs in the Family: Peter gets his love of science, nerdiness and desire to do what's right from his father. And from his mother, he gets his temper.
  • Mythology Gag: When drawn by Mark Bagley, Richard looks like mainstream-Peter Parker did when drawn by John Romita senior.
  • Posthumous Character: Died several years before the series began, in a very suspicious plane-crash. Or by Hulk-attack.
  • Un-Person: All record of Richard just completely vanished after he died, even though he was a scientist of at least some note.


Volume 3 Main Characters *Spoilers Within*

Characters within are principally introduced in the third volume of the series, Ultimate Comics: Spider-Man, 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.

    Miles Morales / Spider-Man II 

Miles Morales/Spider-Man II

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.


  • Ascended Fanboy: 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.
  • And Now for Someone Completely Different: He takes over the identity of Spider-Man after Peter's death, and is practically the exact opposite.
  • Bad Liar: 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.
  • Berserk Button: Miles does not like anyone bringing up his mother especially after she was killed.
  • Blue Oni: 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.
  • Cannot Tell a Lie: 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.
  • Character Tic: 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.
  • Chaste Hero: 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. However, he starts dating Kate Bishop after the 1-year Time Skip following his mother's death.
  • Chick Magnet: Mile's dad seems to think his son is this when they go out to eat at a Chinese place after the one year time skip following the death of Mile's mother and Gwen Stacy instantly recognizes him, even though (or perhaps because) Miles has a girlfriend at this point.
  • Child Prodigy: He's a gifted student, at any rate, but it's the more realistic kind (compared to, say, young Mr. Fantastic).
  • Child Soldier: 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.
  • Civvie Spandex: He often wears his backpack over his suit when he's moving about town, though he stashes it before he actually does any crimefighting.
  • Classical Anti-Hero: 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 Ideal Hero or the ideal Spider-Man.
  • Combat Pragmatist: 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. except it really didn't, but Miles didn't know that at the time and still risked it.
  • Composite Character/Mythology Gag: Miles retains a number of characteristics from other Spider-characters
    • He wore his web-launchers outside his suit like Ben Reilly and May Parker when he first got them.
    • His Venom Strike is similar to 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 
    • 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.
  • Constantly Curious: He gets curious in the middle of pitched battles. Electro trying to fry him didn't even put a damper on it.
  • Contrasting Sequel Main Character: 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.
  • Conveniently an Orphan: 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 (at first). See also Reconstruction below.
  • Cowardly Lion: 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.
  • Dating Catwoman: 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.
  • David Versus Goliath: Playing David, obviously, to Goliath in most his fights: the Kangaroo, Omega Red, and especially The Scorpion.
  • Deadpan Snarker: More deadpan than Peter, but he's not as much of a motor mouth.
  • Dork Knight: Arguably more so than Peter.
  • Eat Me: When Venom swallows him, Miles uses his Venom Strike to pull a Chest Burster.]]
  • The Fettered: 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 Normals, for example. This is best seen in an early fight with the Kangaroo, where he takes hits up to and including a car to the face unfazed, and yet could barely damage Kangaroo without his venom strike.
  • Genre Blind: 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.
  • Genre Savvy: 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.
  • He's Back: At the end of Issue #25 he resumes the identity of Spider-Man after a one-year hiatus.
  • Hero with Bad Publicity: In true Spider-Man fashion. First it was him replacing Peter that set Jonah off. Then, accidently killing his Uncle has him being labeled as a murderer.
    • 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.
  • Heroic BSOD: After Rio Morales is killed, Miles tears his costume to pieces chanting "No more!" and retires from the superhero scene for a year.
  • How Do I Shot Web?: 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.
  • 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 with the death of his mother .
  • Innocent Prodigy: At first, before the requisite superhero tragedies strike.
  • It Sucks to Be the Chosen One: Let's face it, being Spider-Man, while good for city morale and such, has been a burden on him. His greatest fear was that being Spider-Man would harm his family. 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.
  • Kid Hero: 13 years old — two years younger than Peter when he got his powers — and a lot smaller. When incarcerated by The Ultimates, Nick Fury 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.
  • The Lancer: 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.
  • Legacy Character: More so than most.
  • Loves My Alter Ego: 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.
  • Make-Out Kids: 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.
  • Meaningful Name: Miles means "Soldier" in Latin (hence the trope name Miles Gloriosus) 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.
  • Mistaken for Gay: 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.
  • Motor Mouth: He has a habit of spouting walls of text in between panels, usually indicating less than a second going by.
  • Nerves of Steel: 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.
  • Nom de Mom: He has his mom's last name instead of his dad's.
  • Not So Stoic: Miles is good-humored and eternally soft-spoken, but the Prowler is eventually able to incite him to anger, at which time Miles is borderline deranged with fury.
  • 10-Minute Retirement: After 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 on the "Ten Minute" part of 10-Minute Retirement, since he successfully spent more time retired than he actually spent being Spider-Man. On the other hand, it was still only one issue.
  • Parental Abandonment: Post-Catacylsm, Miles' dad disappeared, so he's staying with Ganke.
  • Personality Powers: He's withdrawn and timid, complemented by a camouflage ability.
  • Pint Sized Power House: 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 especially evident when he fights one of the Giant Women and ends up uppercutting her unconscious.
  • Reconstruction: Of The Paragon and Legacy Character, 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 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?
  • Refused The Call/You Can't Fight Fate: Miles was adamant about not becoming a superhero after gaining powers. And then Peter died. 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.
  • Reluctant Hero: 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. Then his mother was killed by Venom and he went in retirement and forewent any superhero activity for a year.
  • The So-Called Coward: Miles is no coward. He is just passive aggressive.
  • Stealth Shout-Out: Had his father not changed his name, he would be named Miles Davis.
  • Superpower Lottery: All of Peter's, plus a few more besides.
    • Healing Factor: Like Peter, he can recover from injuries faster than a normal human.
    • Super Toughness: 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.
    • Spider-Sense: According to Bendis, Miles' Spider-Sense is weaker than Peter's, registering only as a buzz.
      • He might have, however, had a prophetic dream, which the mainline Peter Parker also had as part of his version of the Spider-Sense, and his evil-clone Kaine had as part of his amplified Spider-Sense.
    • Spider-Webs: Miles inherits Peter's self-constructed web-launchers in issue 14. He wears them on the outside of his suit, like the Scarlet Spider (though Peter's/Miles' web launchers are more like bracelets rather than the Scarlet Spider's bracers).
    • Super Reflexes
    • Super Speed
    • Super Strength: 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.
    • Superhuman Agility and Dexterity
    • Wall Crawl
    • Invisibility: Well, technically camouflage, but it amounts to the same thing.
    • "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 effectivenote . 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 some comedy. Some characters, like Taskmaster, 616 Peter Parker and the Peter Parker supposedly back from the dead have shown that they can shrug it off in seconds, but it still hurts them.
  • Trauma-Induced Amnesia: Claims to have this following his mother's murder, but Spider-Woman doesn't buy it.
  • The Unmasking: Miles reveals his secret identity while trying to save his father during Cataclysm because it was the only way that his dad would comply with Spider-Man.
  • Unskilled, but Strong: Word of God notes that Peter was a much more polished fighter, while Miles is a bit clumsier and awkward. However, his extra powers make ending fights so much easier.
  • Walking Spoiler: For those not up to speed on Peter's death.
  • What the Hell, Hero?: Half the people who see him think he's the original Spider-Man while the more cynical onlookers just think his suit is "in bad taste". Spider-Woman agrees. Vehemently. Miles encounters less hostility as time goes on, though.
    • His dad is not pleased to find out that he is Spider-Man.
  • When All You Have Is a Hammer: His Venom Strike has never failed so far.
  • White Sheep: His Uncle Aaron is also the Prowler, and his father was once a crook as well.

    Ganke 

Ganke

Miles' best friend. A self-confessed LEGO geek and like Miles, a borderline Child Prodigy.
  • Aerith and Bob: 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.
  • Ascended Fanboy: 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.
  • Asian and Nerdy: He's of Japanese descent and obsessed with LEGO and comics.
  • Big Fun: 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.
  • Chekhov's Skill: While it isn't made explicit, LEGO's and building blocks are actually typically owned by chemists note  Miles apparently has no head for chemistry, and tasks Ganke with reverse engineering Peter's spider-web formula.
  • Child Prodigy: 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.
  • Dare to Be Badass: Ganke was rather enthusiastic when Miles gained his powers and pushed him to be a superhero when Miles didn't want to.
  • Fat Best Friend: Almost exactly a Type A as described on the trope page (gregarious and laid-back).
  • Genre Blind: 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.
  • Genre Savvy: 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?
  • Hormone-Addled Teenager: Made more apparent after the Time Skip. 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.
  • It Is Pronounced Tro PAY: It is prounced Gain-Key.
  • Kitsch Collection: 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.
  • Likes Older Women: 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.
  • Mistaken for Gay: Just like Miles, everyone assumes he's gay, although he's dating Gwen Stacy.
  • Muggle Best Friend: The first person Miles tells about his newly gained Spider powers.
  • My Parents Are Dead: 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.
  • Only Sane Man: Points out that while the world is going to hell in a handbasket, Spider-Man killing the Prowler should not be headline news.
  • Proud to Be a Geek: 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.
  • The Smart Guy: 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.
  • What the Hell, Hero?: Tears Miles apart for not doing anything when Cloak and Dagger fought Bombshell.

    Jefferson Morales 

Jefferson Morales, né Davis

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.

  • Beware the Nice Ones: 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.
  • Dark and Troubled Past: He's had one, implied to be some kind of super-criminal.
    • He also did some dealings with Roxxon before Miles was born, which ended with his being run out of whatever business he was engaged in.
  • Good Parents: May be stern sometimes, but has shown to legitimately love his kid and do anything for him. Until he learns Miles is Spider-Man.
  • Grumpy Old Man: 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.
  • Hidden Depths: The fact that Rio saw these is why they got married. 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.
  • Jerk with a Heart of Gold: Implied to be the reason why Rio married him.
  • My God, What Have I Done?: Never vocalized, but you can see his expression of regret when he hit Miles.
  • Nice Guy: Is apparently a very gentle person, opinions and attitude aside, and put aside his criminal past long before he married Rio.
  • Noble Bigot: He believes mutants and other empowered humans are destructive, dangerous, and need to go. Since this is the Ultimate Marvel universe, his argument has more weight than in most books. It is this attitude that discourages Miles from confiding in his father.
    • 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 then. He immediately regrets it and becomes torn when he watches his son save people after a plane crashes in front of his neighborhood. He soon dissapeared and has yet to return.
  • No Celebrities Were Harmed: He looks like Mos Def.
  • Papa Wolf: 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). Taken Up to Eleven 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.
  • Parental Abandonment: Has disappeared after Miles revealed his identity to him and has not been seen since.
  • That Man Is Dead: 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.
  • Younger than They Look: 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.

    Rio Morales 

Rio Morales

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.
  • Genre Savvy: 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. Granted, she was wrong about him starting a fight or joining his Hydra rescuers, but she was right in knowing something very violent happened.
  • Good Parents: Always supported Miles and did everything she could to make her boy happy.
  • Hello, Nurse!: Happened to be a nurse, and is very good-looking.
  • Killed Off for Real: She is Mortally wounded by the second Venom.
  • Mama Bear: Rio busting caps into a 15 feet tall Venom to save her son. This becomes a Heroic Sacrifice.
  • Open Minded Parent: Unlike her husband, she likes the idea of superheroes and thinks they're pretty awesome in and of themselves.
  • Too Good for This Sinful Earth: She had no negative qualities. All she did was be a loving mother to her son and understanding and loving wife.

    Katie Bishop 
Throughout the series, usually when Miles and Ganke are talking during class or school, there has been a girl who has been eyeing Miles. Somehow didn't know Miles was Spider-Man despite being in hearing range whenever he and Ganke talked about it. After the Time Skip, she and Miles are dating. And she hasn't learnt he's Spider-Man.
  • Adaptational Wimp: Katie's mainstream counterpart is officially codenamed Hawkeye, is an expert archer (who has surpassed Clint Barton himself), leader of the Young Avengers and a member of the actual Avengers. This version is just a teenage girl as far as we know.
  • Dating What Daddy Hates: Apparently her parents hate Spider-Man enough to want to kill him, especially if they were to find out their daughter is dating him. Though that might be simple exaggeration.
  • Delinquent Hair: She has a pink strip in her hair and it has been shown that she might constantly dye her hair different colors.
  • Depending on the Artist: 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.
    • Mary Jane's parents, more specifically her dad, took issue with her dating Peter Parker as her father outright resented Peter Parker and tried anything in his power to split them up. Kate's parents don't seem to have any issue with Miles as their daughter dated him for year with seemingly no trouble, but they are stated to be outright murderous when it comes to Spider-Man.
  • Longing Look: Everytime that she appeared prior to making her official debut, she is seen in the background looking at Miles
  • Love Triangle: 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.
  • Make-Out Kids: 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.
  • Meaningful Background Event: 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 Miles' new love interestnote  has only one female character anywhere near Miles' age—this girl, once again in the background.
  • Mythology Gag: Mary Jane Watson in the mainstream universe was introduced through cameo appearances as well.
  • Out of Focus: 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.
  • The Reveal Prompts Romance: 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.
    • It is revealed to be an inversion in Miles Morales: Ultimate Spider-Man #4. Apparently, Miles revealing his identity to her not only jeopardizes the relationship, but it in fact jeopardizes his life and possibly hers. Katie's parents hate Spider-Man so much that they would kill him if they found out.
  • Unwitting Muggle Friend: 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.
    • She knows now and it has complicated the relationship.

     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. They defeat the corporation and then decide to become a team afterwards.

  • Adults Are Useless: 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.
  • The Church: Their base of operations is an abandoned church in Hell's Kitchen which also serves as Cloak and Dagger's home.
  • Curb-Stomp Battle: Administered on the Roxxon Brain Trust.
  • Defeat Means Friendship: 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.
  • Ragtag Bunch of Misfits: 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 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.
  • Side Kick Graduations Stick: 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. Young Avengers, Young Justice, Teen Titans, 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.

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

    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, which extends to Miles as well.

  • The Alcoholic: What he was before the series started, due to the death of his son.
  • The Atoner: After Ultimatum, he feels that he wronged Spider-Man. He feels even worse when he finds out that Spider-Man is 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.
  • Bad Boss: 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, unless said employees violate his trust or act unprofessionally.
  • Character Development: 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, then sued him to the order of several million dollars. When this Jameson found out, he re-hired Peter, offered him money, and even insisted to put him through college.
    • Taken even further with Miles, where Jonah states that 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 [[spoiler:Betty Brant is killed attempting to sell Miles', he quite plainly explains everything he knows leading up to her murder, makes no attempts to hide anything, and doesn't even ask for his attorney while he does so]].
  • Da Editor: He is the Editor of the Daily Bugle website.
  • Drowning My Sorrows: He resorted to this when his son died in an astronautic accident.
  • George Jetson Job Security: 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.
  • Freudian Excuse: 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 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.
  • Heel Realization: During the events of Ultimatum, Jameson realizes just what he's been doing to Spider-Man. He's spent months bad mouthing Spider-Man 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? Spider-Man, diving through a tsunami to rescue someone he doesn't even know.
  • Jerk with a Heart of Gold: It took awhile, but Jameson eventually reaches this.
  • Never Found the Body: He was not allowed to see the corpse of his son after his accident.
  • Papa Wolf: Very protective of Peter Parker before and after he knew that he was Spider-Man. It extends to Miles Morales, because he sees the mantle as Peter's legacy and he will do anything to protect it.

     Joe "Robby" Robertson 

     Ben Urich 
Esteemed journalist of the Daily Bugle. Known for investigating crime sagas and the like. Utterly determined to bring down the Kingpin, but he's had very little luck on that front.
  • Crazy-Prepared: Experience has always taught him that one should always keep an extra recorder on him in case it gets smashed.
    • He also kept all the stories he ever wrote than never got published, just in case Jonah ever changed his mind.
  • Dying Declaration of Love: After nearly dying in Ultimatum and still thinking that he might die in the flood, he calls a woman to tell her that he loved her and regrets not telling her sooner.
  • Intrepid Reporter: He is really good at his job and always asks the hard hitting questions.
  • Morality Pet: 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.
  • Vampire Bites Suck: Bitten by a vampirised woman who he'd been planning to interview. He was rescued by Michael Morbius.

     Betty Brant 

  • Demoted to Extra: 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.
  • Killed Off for Real: The second Venom kills her.
  • Laser-Guided Karma: Dies just as she was about to "out" Jefferson as Spider-Man.
  • Only in It for the Money: 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.

Midtown High School Students

    Kenny "King Kong" McFarlane  

Kenny "King Kong" McFarlane


  • Acrofatic: Enough to body slam an FBI agent who was about to arrest his girlfriend.
  • The Big Guy: Of Flash's crew.
  • The Dragon: To Flash initially, until he realizes who Spider-Man really is.
  • Fanboy: For Spider-Man, from the very beginning.
  • Hidden Depths: When Peter was kicked out of his house by Uncle Ben, Kong, instead of kicking him to the curb, allowed Peter to crash at his place, as well as defending him when Flash wanted to turf Peter out. Bearing in mind, this was before he got any character development.
  • Huge Guy, Tiny Girl: Is dating Kitty Pride, and while he's not tall, he's bulky.
  • Jerk Jock: At first, he was a typical Jerk Jock on the basketball team and regular bully. As the series goes on, he grew up and became a friend of Peter Parker... sort of.
  • Jerk with a Heart of Gold: His one negative quality is that he is friends with Flash Thompson.
  • Original Generation: Granting his Canon Immigrant status in The Spectacular Spider-Man.
  • Put On The Bus: 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.
    • The Bus Came Back: He returned in Ultimate Spider-Man #200 and somewhat reunited with Kitty.
  • Smarter Than You Look: Was able to theorize that Peter Parker was Spider-Man before anyone else simply by going through facts in his head.

    Harry Osborn 

Harry Osborn/The Hobgoblin

[[quoteeight:201:]]


  • Brainwashed: Norman had a psychiatrist hypnotise Harry to make him forget that Norman was an utter asshole to him. Oh and he had the guy install programming to make Harry inject himself with Oz.
  • Deceased Parents Are Best: His mom was burnt alive by the freshly-goblinised Norman. Harry did try to save her, but being a physical average teen, there was only so much he could do.
  • Hulking Out: He's not got the same handle over it as his dad has.
  • Killed Off for Real: By his own father.
  • Odd Friendship: Peter helps him with his homework; Harry keeps Flash Thomson off his back.
  • Playing with Fire: As the Hobgoblin his body is Wreathed in Flames.
  • Sssssnaketalk: As Hobgoblin, his verbal skills drop dramatically.
  • Superpowered Evil Side: As the Hobgoblin he is superpowered, yes, but not intentionally evil.
  • Troll: Manages to mess with Flash's head when he returns.
  • "Well Done, Son" Guy: All he wanted was his father's approval. Three guesses how that turned out.

    Fred "Flash" Thompson 

Fred "Flash" Thompson

Jerk Jock of Midtown and bully of Peter Parker.


  • The Bully: He was constantly picking on Peter, and unlike most other versions has no redeeming features.
  • Bullying a Dragon: You would forgive him at first, since he didn't know that Peter Parker was Spider-Man, but after a few times when Peter actually retaliated, you'd think he would have learned.
  • Butt Monkey: No-one in Peter's circle treats him with an ounce of dignity. Not that he really deserves any.
  • Dirty Coward: In a crisis, tends to run and scream and hide.
  • Fantastic Racism: He hates mutants, and superpowered humans in general.
  • Jerk with a Heart of Jerk: No redeeming features, no depth, nothing. He's just a greedy, cowardly loser.
  • Jerk Jock: 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.
  • The One That Got Away: 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.

     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 was a member of the newspaper team at the time. After Ultimatum, she changed her position from wanting to expose Spider-Man to wanting to commend Spider-Man and get an exclusive interview with him.


  • Adaptational Wimp: In the Ultimate Universe, she's 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's wimpy and more that this version of her actually gets to be normal and happy.
  • Chuck Cunningham Syndrome: A huge deal was made of the fact that she wanted to find out more about Spider-Man. Then she just vanished.
  • Da Editor: For the high school news team.
  • School Newspaper News Hound: 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.
  • Secret Secret Keeper: 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 on 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.

    Liz Allan 

Liz Allan/ Firestar

  • Alpha Bitch: Similar to her 616 counterpart in this regard.
  • Boomerang Bigot: She hates Mutants with a fiery passion. She freaks out when her powers first activate.
  • Composite Character: In the Ultimate Universe, she ends up becoming Firestar, later joining the X-Men.
  • Fantastic Racism: 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.
  • Flying Firepower: 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.
  • Heel-Face Revolving Door: 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 unapologetically sort of on the wrong side of the mutant problem, but Liz defected from Tian and joined Kitty again.
  • Ms. Fanservice: see the image.
  • Mutant: It's revealed she has pyrokinetic abilities.
  • Mythology Gag: In the 616 Continuity, her brother Mark Allen (Molten Man) is the one who has the fire-based power set.
  • Playing with Fire: Is the Ultimate version of Firestar.
  • The Tease: Was accused of being this by Flash and even broke up with her when she did not "put out."
  • The Ugly Guy's Hot Daughter: 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 Magneto looks both amazed and appalled when The Blob tells him he has a kid on the way.
  • White Sheep: Liz Allen does not follow in her father's footsteps at all and even joins the X-Men to fight against him.
  • Wreathed in Flames: Her mutant abilities give her powers similar to Johnny Storm's.

Other Super Heroes and Friends

    Johnny Storm / The Human Torch 

Johnny Storm/ The Human Torch

Johnny Storm is a member of the world famous Fantastic Four. Unlike the rest of his family, he did not inherent the genius bug and was normal compared to his sister Susan, who had 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.
  • Annoying Younger Sibling: To Susan Storm, to the point that she had to twist his arm to finish getting his high school diploma.
  • Berserk Button: 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.
  • Beware the Nice Ones: 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 where she was hospitalised. Norman Osborn got OHKO when he approached Johnny looking for Peter Parker. And the Chameleon learned to not mess with his best friend.
  • Celebrity Is Overrated: 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.
  • The Charmer: Even Aunt May warns him that there is no hank-panky under her roof, having read "stories" about Johnny's previous engagements.
  • Chick Magnet: 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. Usually.
  • Deadpan Snarker: A trait he shares with Peter, although he's not as good at it as Peter.
  • The Ditz: Compared to his family, who are a bunch of geniuses, Johnny seems to want to rebel from the Book Smart tradition of his family.
  • Fan Of The Underdog: 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.
  • The Fighting Narcissist: Truly believes he's one of the world's greatest superheroes, often directly comparing the Fantastic Four to the Beatles.
  • Fun Personified: 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.
  • Heroic BSOD: He suffered from the events of Ultimatum, such as his father dying in front of him and being used as a puppet for an Evil Spirit.
  • Parental Abandonment: Momma Storm took over to study ancient civilisations, leaving Johnny and Susan with their dad.
  • Put On The Bus / The Bus Came Back: 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.
  • Superpower Lottery
  • Vitriolic Best Buds: With Peter Parker and Bobby Drake.
  • What the Hell, Hero?: 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?
  • You Need to Get Laid: Pretty much his response to Bobby Drake's Casanova Wannabe tendencies.

    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 Rogue 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.

  • Abusive Parents: His parents kicked him out when he turned out to be a Mutant.
  • An Ice Person: He has cryokinetic powers.
  • An Ice Suit: His powers manifest by covering his body in a shell of ice.
  • Brilliant, but Lazy: 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.
  • Casanova Wannabe: He once hit on a girl by putting ice cubes in her drink. Human Torch and Spider-Man discuss the corniness of this.
  • Deadpan Snarker: More of a trash talker than deadpan.
  • Heterosexual Life-Partners: Johnny Storm
  • Hormone-Addled Teenager: 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 Chick Magnet. 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.
  • Parental Abandonment: His parents ditched him the moment they found out that he was a mutant.
  • The Pollyanna: 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.
  • Sad Clown: Has a whole host of insecurities and problems, such as when his powers activated, he froze an entire city block of people.
  • Vitriolic Best Buds: With Peter Parker and Johnny Storm.

    Felicia Hardy / Black Cat 

Felicia Hardy/Black Cat

As a young girl, Felicia Hardy saw her father sent to prison, where he died under custody. Felicia, seeking vengeance for this, blamed Wilson Fisk. Consumed by the thought of revenge on Fisk, she became a cat burglar like her father. During one of burglaries, she came across a man in skintight red and blue tights trying to stop her, and took an instant liking to him.

  • Anti-Hero: She's not really into doing good, or anything like that, she just wants to ruin Wilson Fisk and steal his stuff.
  • Classy Cat-Burglar
  • Dating Catwoman: 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.
  • Heel-Face Revolving Door: While she is a mostly neutral character, she is only interested in killing Wilson Fisk or 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 who doesn't want to harm innocents.
  • The Jinx: 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.
  • Ms. Fanservice: The most endowed member of the rotating cast.
  • Revenge Before Reason: She'd do anything to take the Kingpin down. The only reason she didn't kill him was simply because Mysterio got there first.
  • You Killed My Father: Although Kingpin thinks otherwise.

    Kitty Pryde / Shadowcat 

Kitty Pryde/Shadowcat/The Shroud

  • Adaptational Wimp: In regards to her intelligence, at least. She's nowhere near as computer savvy as mainstream!Kitty. Otherwise, it's averted, and she can utilise her powers in ways regular Kitty never has.
  • All-Encompassing Mantle: As the Shroud.
  • All the Other Reindeer: Is discriminated against by many of the other students of Peter's schoo for being a mutant.
  • The Atoner: The Destruction of Tian is something that she regrets, to the point that she willingly stepped down from her leadership of Utopia.
  • Author Appeal: For Brian Bendis.
  • Berserk Button: People committing crime for fun becomes one for her after Ultimatum
  • Birds of a Feather: How Peter and Kitty hit it off so well was that they were both pop culture geeks.
  • Brainy Brunette: She is just as dorky as Peter.
  • Celebrity Is Overrated: 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.
  • Character Development: 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.
  • Intangible Woman: Acquired post-Ultimatum.
  • In the Hood: As the Shroud she wears a hooded cloak.
  • Jewish and Nerdy
    • Matzo Fever: Dated Bobby Drake, Peter Parker, Kenny Kong, and the son of Wolverine, Jimmy Hudson.
  • Megaton Punch: She can ramp up her density enough to send Spider-Man flying.
  • Rebel Leader: Was the leader of Utopia and the Mutant Resistance. Decided to step down during the war of Tian because her methods were not working.
  • Romantic False Lead: Dates Spider-Man before settling with Kenny.
    • She still holds a torch for Peter 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 The One Who Got Away/Lost Love Montage depicting Peter proposing to her and fighting alongside her during the Xorn/Zorn conflicts in Ultimate X-Men.
  • Sixth Ranger: Of the New Ultimates. She was not along for the ride during their very first outing, but she joins later on.
  • Violently Protective Girlfriend
  • Walking Techbane: Has the power to short circuit technology just by phasing through it.

    Jessica Drew/Spider-Woman/Black Widow III 

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 joined SHIELD after the Ultimate Enemy series, and after Peter's death she gave Miles Morales his new costume. She has since assisted Miles during the "Divided We Fall" event, and currently acts as his cynical superhero tutor.
  • Action Girl: Has come into her own in Volume 3, being Miles' overseer in SHIELD and leader of the new Ultimates.
  • Anger Born of Worry: She has a big problem with this for Miles.
  • Appropriated Appellation: Her name and super-hero title were both intended to be her names as a CIA agent. She kept them after making a break for it.
  • Attractive Bent-Gender: Particularly for Johnny Storm, much to Peter's distress.
  • Badass Gay: 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.
  • Berserk Button: Wearing a replica of Peter's costume really was in bad taste, Miles.
  • Big Brother Instinct: 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.
  • Child Soldier: Given she was created with the express purpose of being a CIA agent, she juuuuust barely squeaks into this one, physically being around her late teens. Chronologically speaking, she wouldn't even have been one.
  • Clone Team: With the original Spider-Man, and since she's kinda his twin sister it makes them Brother-Sister Team.
  • Cloning Blues: This is a defining conflict for her. She doesn't 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 has memories of Peter Parker, but at the same time 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 (which is why she refuses to Take Up The Mantle 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 Black Widow.
  • Cowboy Cop: 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.
  • Deadpan Snarker: 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.
  • The Determinator: She conducted recon on Roxxon for 32 days straight and even when the 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 she got the President of the company arrested.
  • Dynamic Entry: How she "introduces" herself to Miles.
  • Important Haircut: Cuts her hair short when she changes her codename from Spider-Woman to Black Widow.
  • Improbable Age: 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.
  • The Leader: 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.
  • Legacy Character: She becomes the third Black Widow.
  • Lipstick Lesbian: Finally confirmed after years of speculating that she is in fact a lesbian, with a preference for "natural redheads" and "Jewish girls".
  • Opposite-Sex Clone: Of Peter Parker. They're both really weirded out by it.
  • Poor Communication Kills: 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.
  • Roaring Rampage of Revenge: 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.
  • Screw the Rules, I'm Doing What's Right: 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.
    • George Jetson Job Security: 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.
  • Ship Tease: With Johnny Storm, much to Peter's disgust.
    • With Kitty Pryde in the finale issue of vol 1, and again in All New Ultimates.
  • Superpower Lottery: Same as Peter's, but with a few differences, namely that she shoots her webs from her fingertips rather than her wrists, and they are not mechanical.
  • What the Hell, Hero?: Berates Miles on a regular basis.
  • White Sheep: Her "brothers" were all either deformed, insane, or deformed and insane.
  • You Fight Like a Cow: Much like Peter she is a big fan of this. However, as she's trying to escape that association, she tones down the snark and becomes more serious in fights.

    Lana Baumgartner / Bombshell 

Lana Baumgartner

Teenaged girl who along with her mother was a super criminal who robbed jewelry stores. After being apprehended twice, Lana was separated from her mother when 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, and her backstory is explained. Her powers come from her mother, who was experimented on by Roxxon in exchange for a commuted prison sentence.
  • Action Fashionista: Is always well-dressed and shows that she has a varied amount of outfits.
  • All Girls Want Bad Boys: 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.
  • The Big Guy: 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.
  • Good Feels Good: 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.
  • Heel-Face Turn: 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.
  • The Lad-ette: 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.
  • The Masquerade Will Kill Your Dating Life: 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, 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.
  • Reluctant Hero: 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.
  • Sir Swears-a-Lot: Every other word out of her mouth is some swear or another.
    • 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.
  • Superpower Lottery: Has an array of abilities that revolve around explosives.
  • Vitriolic Best Buds: With Dagger.
  • White Sheep: 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.
  • Wonder Twin Powers: Her and her mom are completely powerless without one another.
    • The reason why they weren't able to use this ability separately was because Lori gained this ability when she was pregnant with Lana.
    • Took a Level in Badass: No longer needs to be in physical proximity of her mom.
  • You Are Better Than You Think You Are: A subtle case. When Peter first met her, 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.

    Tandy Bowen / Dagger 

Tandy Bowen

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, she finally makes an appearance proper... and turns out to be mutant hating jerk. After Peter's death, she meets a boy named Tyrone Johnson, with whom she immediately hits it off. After 6 months of dating, Tandy and Ty wind up in a car accident on their way to prom. Roxxon then faked their deaths and experimented on them.

  • Action Girl: It should be noted that she is a lot more aggressive than Cloak and Bombshell when it comes to fights.
  • Alpha Bitch: Oh, so much in her first appearance. She softens up after several months of horror.
  • Battle Couple: With Cloak.
  • The Big Guy: 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.
  • Birds of a Feather: Both she and Ty were Student Council Presidents at their schools.
  • Combat Pragmatist: 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.
  • Death Faked for You: Courtesy of Roxxon.
  • Eating Optional: Neither Cloak or Dagger have to eat.
  • Fantastic Racism: Hates mutants. She got it from her mom.
    • You Are What You Hate: More or less. She's not a Mutant proper, but she's as near enough as to make no difference.
  • Heroic Resolve: During the Ultimatum wave, Tandy, unlike her mother who was in full Social Darwinist 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.
  • Light The Way: 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.
  • Like an Old Married Couple: With Tyrone. They literally argue with each other about whether they have the right to place someone under arrest during a fight.
  • Parental Abandonment: Her parents, along with Cloak's moved 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, then made it look like their bodies were accidentally cremated so that they could experiment on them without any legal recourse.
  • Student Council President
  • Took a Level in Kindness: She is much kinder now that she's a super hero, compared to how she was before.
  • Vitriolic Best Buds: With Bombshell and Kitty Pryde, the latter because of her Fantastic Racism.
  • You Can't Go Home Again: 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 essentially abandoned.

    Tyrone Johnson / Cloak 
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, until a car accident left them both in comas. Roxxon then faked their deaths and experimented on them, resulting in them waking up with their powers.
  • Bad Powers, Good People: 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.
  • Badass Cape: Marquez's art literally makes his cloak look like it is made out of some smoke.
  • Battle Couple: With Tandy.
  • Birds of a Feather: Both he and Tandy were Student Council Presidents at their respective schools.
  • The Chick: 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.
  • Dark Is Not Evil
  • Deadpan Snarker: 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.
  • Death Faked for You: Courtesy of Roxxon.
  • Eating Optional: Neither Cloak or Dagger feel hunger anymore.
  • Horror Hunger: 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.
  • Living Shadow
  • Parental Abandonment: His parents, along with Dagger's, left 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 before making it look like their bodies were accidentally cremated.
  • Power of the Void: Has the power to restrict combatants in his "cloak" which is really excess dark matter.
  • Teleport Cloak
  • You Can't Go Home Again: 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.

New York Police Department

    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.

  • By-the-Book Cop: 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 / Jerk with a Heart of Gold: 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 officer willing to give Miles a chance.
  • Manipulative Bastard: So far as he's been seen, which is what calls into question his seemingly helpful attitude towards Spider-Man.
  • Noble Bigot: 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.
  • Only Sane Man: Which works well since he's the Captain. He usually argues down other officers if their own bigotry was getting the best of them.
  • Surrounded by Idiots: He feels like this. Given some of the examples we see him having to deal with, it's not hard to understand why.

    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. It was not a hunch. She already knew from the beginning as she was a SHIELD agent, or at least used to be.

  • By-the-Book Cop: 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. 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.
  • Reasonable Authority Figure
  • Secret Secret Keeper
  • The Commissioner Gordon


Rogues Gallery

    Norman Osborn / Green Goblin 

Norman Osborn/Green Goblin

Father of Peter's best friend Harry, and CEO of OsCorp; Norman Osborn is a corrupt industrialist and scientist who was 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. It also puts his already unstable personality into overdrive.


  • Abusive Parents: 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 Hobgoblin. Eventually, he beat Harry to death, though he did actually show regret for that one.
  • Ambition Is Evil: Wanted to usher in a new era of bio-engineered superheroes so badly 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.
  • Arch-Enemy: Peter's. Norman Osborn brings about the beginning of Peter Parker as Spider-Man, and the Green Goblin brings about his end. Can't get more "Arch" than that.
  • Ax-Crazy: 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.
  • Beard of Evil: He grows an impressive one during his captivity after killing Peter Parker. He quickly gets rid of it.
  • Big Bad: Of the Ultimate Six.
    • And pretty much the entire series.
  • Corrupt Corporate Executive: 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.
  • Death Is Cheap: 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 still required the power of the Infinity Gems to revive him along with installing his consciousness in his armor.
    • Norman fell off of Queens Bridge after being shot multiple times, and apparently drowned in his first battle with Peter Parker.
    • After killing his son, a shaken Norman felt horrible about his actions and reverted back to his normal shelf, asking to be put down. Carol Danvers happily obliged and shoot him at point-blank range.
    • 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... And it still didn't take.
  • Evil Genius: 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 and insanity. Unfortunately, this doesn't exactly stop him from being a threat to every living thing around him.
  • Evil Is Petty: 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 blaming Peter and Nick Fury). 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.
  • Greek Mythology: 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 Call Back, he does this with the spider and the scientist that would also create Spider-Man II.
  • Glowing Eyes of Doom: All the time when he's in Goblin form, it's merely a tip-off that his powers are activating when he's human.
  • Hero Killer: The greatest example in the Ultimate Universe. The fact that he has killed Peter Parker speaks volumes.
    • In Miles Morales: The Ultimate Spider-Man 3, he appears to kill Monica Chang, former Director of SHIELD.
  • Hulking Out: 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. During the Death of Spider-Man, it turns black, and the horns on his head become even more pronounced.
  • I Know Your True Name: 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.
  • Insane Troll Logic: A true master at this. Look at the Evil Is Petty entry. Points for being actually insane.
  • It's All About Me: Has major issues with this. He even kills Dr Octopus for daring to suggest that he played a part in the origin of Spider-Man.
  • Joker Immunity: Between this an S.H.I.E.L.D.'s increasingly cardboardy Cardboard Prison, it really got rather ridiculous towards the end. After S.H.I.E.L.D. dissolves post-Cataclysm, he is revealed to be alive and scheduled to be transferred to an actual Cardboard Prison. Naturally, he escapes in-transit.
  • Knight of Cerebus: If they aren't already, things get dead serious whenever he shows up and Peter's life gets even more stressful as a result.
  • Large and in Charge: Norman's pretty large even before he goes green. Leads to a bizarre moment when he tries to raid the Parkers' house for clothing, and ends up having to turn bedsheets into a toga, because nothing fits him.
  • Large Ham: In his Goblin form, Norman's lines are often written with multiple exclamation marks.
    Norman: "I own you!! Your responsibilities are to me!!"
  • Madness Mantra: Gains one after Peter Parker's death and his subsequent imprisonment.
    Norman Osborn: You're all going to burn.
  • Manipulative Bastard
  • Mission from God: Believes he's on one to kill Spider-Man in The Death of Spider-Man. Regardless of whether he is or not, he succeeds.
  • Muscles Are Meaningful: 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.
    • Muscles Are Meaningless: 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 pyrokinesis as his main power.
  • Mutual Kill: Averted, unfortunately (though Peter tried his damnedest). 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.
  • My God, What Have I Done?: 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.
  • New Powers as the Plot Demands: In Vol 1. #160, he suddenly develops the ability to absorb flames when it's most inconvenient for Peter.
  • Not Quite Dead: 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.
  • Playing with Fire: 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 explode on contact with the target (and doubles as a Mythology Gag to the 616-Goblin's pumpkin bombs). Eventually, he could generate an 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.
  • Surrounded by Idiots: His opinion about himself.
  • The Unfettered: 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.
  • Villain Takes an Interest: 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.
  • Voluntary Shapeshifting: Eventually gains control of his ability to transform.

    Dr. Otto Octavius / Doctor Octopus 

Dr. Otto Octavius/Doctor Octopus

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.


  • Artificial Limbs
  • Big Bad: Of the Clone Saga and the Hollywood Arc.
  • Character Development: 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.
  • Combat Tentacles: 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.
  • Cut Lex Luthor a Check: 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.
  • Cybernetics Eat Your Soul: 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.
  • Evil Genius
  • Extra Ore Dinary: 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.
  • Eye Scream: His eyes were badly damaged in the accident that gave him and Norman their powers. He usually wears sunglasses to hide it.
  • Fallen Hero: He was revered in the science community. So revered that even the Ultimates' Wasp admired his work.
  • For the Evulz: 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.
  • Freak Lab Accident: He was trying to administer Oz into Norman Osborn at his residence until Osborn lost control his power and burned the entire residence down.
  • Heel Face Door Slam: After 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.
  • Killed Off for Real
  • Knight of Cerebus: 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 Roaring Rampage of Revenge 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 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.
  • I Know Your True Name: He put the pieces together after working directly with Osborn when Peter first got bitten.
  • Manipulative Bastard
  • Multi-Armed and Dangerous
  • Not That Kind of Doctor: He is a geneticist.
  • Pet the Dog: 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: Otto's main motivation to get back at those who he feels betrayed him. He never seems to be interested in money or power. His revenge originally was directed at Justine Hammer, then carried over to Peter.
  • Sun Glasses At Night: He wears them because his eyes were destroyed in the accident and crudely replaced by poor cybernetic eyes.

    Wilson Fisk / Kingpin 

Wilson Fisk/The Kingpin

Wilson Fisk is the head of every 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, which makes getting evidence on him to stick very difficult.

  • Acrofatic: While he is noticeably strong enough to catch the likes 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.
  • Ax-Crazy: He hides it well, but is a brutal thug who doesn't mind crushing skulls.
  • Bad Boss: Crushed an employee's head with his bare hands. It's also implied he's killed employees for talking about him behind his back.
  • Bald of Evil
  • Better The Devil You Know: Averted. The Ultimate Knights and Black Cat all want Kingpin gone and don't see him as necessary in the slightest.
  • Berserk Button: 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.
  • Big Bad: Of the Kingpin arc as well as the Ultimate Knights arc.
  • Entitled Bastard: 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.
  • Even Evil Has Loved Ones: 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. Daredevil openly speculates if he's the reason she's in a coma in the first place.
    • When he found out that his Corrupt Cop and also lover, Jean DeWolfe, was dead, he mourned for her.
  • Even Evil Has Standards: Even Kingpin knew well enough that the Ankh was too dangerous to be in human hands. Hence why he locked it away.
  • Fat Bastard: Actually, no. A lot of his mass is muscle.
  • Genre Savvy: When he learns Peter is being watched by S.H.I.E.L.D. he backs off, not wanting to try and fight Nick Fury.
  • Ironic Echo: He pleads with Daredevil to spare his wife's life, citing that "It wasn't personal". Just before 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.
  • Karma Houdini: No matter what dirt is dished out on him, he always manages to come back. Then Mysterio shows up...
  • Killed Off for Real: 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.
  • Large and in Charge: 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.
  • Man of Wealth and Taste: He likes to present himself as one.
  • Manipulative Bastard: 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 under constant surveillance.
  • Might as Well Not Be in Prison at All: 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.
  • Nice Job Fixing It, Villain: 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.
  • Swiss Cheese Security: 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.
  • Villainous Breakdown: 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.
  • Villain with Good Publicity: People have a hard time thinking he was mob boss.
  • The Worf Effect: He's a major antagonist to Spider-Man, and even held a hold on Peter financially for a time. However, 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. They said a fat man fell and broke his everything.

    Elektra Natchios 

A former friend of Matt Murdock, who has become Wilson Fisk's top assassin.


    Sergei Kravinoff / Kraven the Hunter 

Sergei Kravinoff/Kraven the Hunter

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 targeting Spider-Man. He ambushed the wall-crawler just after his fight with Dr. Octopus, 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.


    Maxwell Dillon / Electro 

Maxwell Dillon/Electro

A thug given electrical powers in experiments of Justin Hammer, first encountered by Peter Parker in the employ of Wilson Fisk.


  • Accidental Misnaming: Apparently Wilson Fisk tended to mistakenly call him "Electra", despite Maxwell telling him otherwise.
  • Bald of Evil: He even grows his hair back while in a coma, and when he wakes he burns it right off again.
  • Evil Is Petty: First thing he does once he's free of his restraints in Volume 3 is try to kill Nick Fury, instead of escaping.
  • Genetic Engineering is the New Nuke: Rather than being an electrician struck by lightning, he was experimented on by Justin Hammer.
  • Good Scars, Evil Scars
  • Hell-Bent for Leather
  • Hero Killer: 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 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).
  • {{Jerkass}
  • Joker Immunity: Aunt May shoots him repeatedly, but a few months later and he's back on his game.
  • Psycho Electro
  • Psycho For Fire: After getting arrested, the Kingpin cuts all ties with him. He quickly offers his services to Norman Osborn.
  • Revenge Before Reason: He decides to stay and fight Fury and potentially the Ultimates instead of escaping confinement.
  • Shock and Awe
  • Super Mode: When supercharged he turns blue and burns his clothes off.

    Alex O'Hirn / R.H.I.N.O 

Alex O'Hirn/R.H.I.N.O


    Herman Schultz / Shocker 

Herman Schultz/Shocker

A young inventor who turned to crime after being screwed over massively by his former employers, Roxxon. Unfortunately he has a tendency to run into Spider-Man a lot. A lot a lot.


    Eddie Brock Jr. / Venom I 

Eddie Brock Jr./Venom I

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' 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.


  • Badass Longcoat: Wears a brown trench coat.
  • Big Eater: ...of people. And in one instance, a horse.
  • Blond Guys Are Evil: 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.
  • Body Horror: The Venom Suit consumes Eddie from the inside out if he doesn't satiate its hunger.
  • Clingy Costume: Subverted as the original Venom suit leaves Eddie to return to Spider-Man.
  • Combat Tentacles: Unlike the original Venom from the 616 Universe, this is Ultimate Venom's only means of ranged attack.
  • Chuck Cunningham Syndrome: Hasn't been seen since Beetle abducted him.
  • Deadly Upgrade: The suit is devouring Eddie from the inside out, forcing him to satiate its ravenous hunger to stay alive.
  • Evil Counterpart: Eddie is one to Peter and Venom is one to Spider-Man.
  • Evil Former Friend: Eddie and Peter were childhood friends.
  • Fangs Are Evil: Form when the Venom Suit begins to take control of its host.
  • Flawed Prototype: The Venom Suit was the second stage of an anti-cancer treatment-turned-bioweapon.
  • Horror Hunger: Eddie must consume living creatures to keep the Venom Suit from devouring him.
  • If I Can't Have You: The Black Suit has a genetic memory and wants to be bonded to Spider-Man.
  • I'm a Humanitarian: And anything else he can grab.
  • Kill It with Electricity: His main weakness is high-voltage shocks.
  • Legacy Character: Venom returns with a new host and kills Betty Brant.
  • Lightning Bruiser: Is far more massive and stronger than Spider-Man,
  • Lovecraftian Superpower: Constantly forms tendrils and spikes.
  • More Teeth than the Osmond Family: Wouldn't be Venom without 'em.
  • No Sell: Peter did this to bullets and to Shocker's vibroshock blasts while wearing the Venom Suit.
  • One-Winged Angel: After consuming the Carnage symbiote, Venom Hulks Out and gets Red Eyes, Take Warning.
    • Averted in the Ultimate Spider-Man game, where absorbing Carnage just gives Venom his trademark spider-emblem and complete control over the suit.
  • Overly-Long Tongue: Likewise a staple of Venom's design.
  • Power Nullifier: 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.
  • Puppeteer Parasite: The Venom Suit inflicts Horror Hunger on incompatible hosts and Unstoppable Rage regardless of compatibility. Even Peter couldn't control it for long.
  • Shadow Archetype: Eddie to Peter, and Venom to Spider-Man.
  • Shout-Out: The War of the Symbiotes arc has one to Forrest Gump, with Eddie sitting on a park bench narrating his life's story to random people... before eating them.
  • Superpowered Evil Side: 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.
  • Ungrateful Bastard: 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.
  • Unstoppable Rage: The Black Suit inflicted this on Peter.

    Carnage 

Carnage

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, 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 Gwen Stacy behind.


    Kaine 

Kaine


    Scorpion 

Scorpion


    Tarantula 

Tarantula


    Mysterio 
  • Actually a Doombot: Was an advanced android created by the Mysterio from the 616 universe.
  • Adaptational Badass: 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. 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.
    • 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.
  • Canon Immigrant: 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.
  • Evil Genius Given how long 616 Mysterio has been combating Spidey, you would hope he knows to make a solid impression in the Ultimate Universe.
  • Master of Illusion Much like his 616 version to the point where its surprising to learn that ultimate mysterio is just a highly advanced android the 616 version made for himself
  • Stage Magician: He uploads his threats on YouTube before he commits a crime. He is fond of theatrics.

     Lori Baumgartner/Bombshell Mom 
Fifteen years ago, Lori Baumgartner 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 found out exactly who those people were while birthing Lana. 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.

    The Chameleon and Camellia 

    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.
  • Badass Longcoat: Which he wears over his skintight suit, for no real reason as far as can be told.
  • Badass Normal: 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.
  • Black Sheep: His brother (Miles's dad) went straight a long time ago and his nephew is Spider-Man.
  • Clothes Make the Superman: His work clothes, which include at least finger lasers. He'll also slip into any powered armor, etc. that's handy.
  • Combat Pragmatist: 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.
  • Did Not See That Coming: Turns out Scorpion has impenetrable skin. That whole "revenge stabbing" thing was not a good idea, in hindsight.
  • Evil Counterpart: 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.
  • Evil Mentor: Decides that his nephew needs guidance — so that he'll be ready to take out the Scorpion, who stands in the Prowler's way.
  • Genre Blind
  • Honor Before Reason: 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.
  • Hot-Blooded: 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.
    • 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.
  • Killed Off for Real: Died in Ultimate 12.
  • Jerkass
  • Morality Pet: 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. That gets thrown out the window early on once he finds out Miles is the new Spider-Man, at which point he quickly makes plans to exploit him.
  • Nice Job Fixing It, Villain: 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.
  • Not So Different: Claimed this about Miles with his dying words.
    How about...that? You are...just...like me.
  • Oh Crap: 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.
  • Poisonous Friend: 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.
  • Starter Villain: 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.
  • Stern Teacher: 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 planning on Miles' powers to make this backfire on himself.
  • Teach Him Anger: He tries to get Miles to stop holding back as Spider-Man this way.
  • Where Does He Get All Those Wonderful Toys?: From the the Tinkerer, of course. Unfortunately, he kills the Tinkerer early on, forcing him pilfer the Tinkerer's stash.

    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.

  • Awesome Mc Cool Name: Maximus Gargan.
  • Brought to You by the Letter "S": 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.
  • The Brute: 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, though this isn't necessarily a hindrance.
  • Comic Book Fantasy Casting: Is drawn to resemble Danny Trejo, down to the placement of his tattoos (though Maximus has ink more relevant to his character).
  • Decomposite Character: 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.
  • Epic Flail: He can demolish entire large rooms filled with equipment and containers in just a couple swings.
  • Implacable Man: He's nigh-invulnerable and shows it.
  • Inexplicably Awesome: 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.
  • Made of Iron: 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 Super Toughness or not.
  • Mission from God: 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.
  • Mood-Swinger: When he loses his temper, he really loses his temper.
  • Mythology Gag: Mac Gargan → Maximus Gargan, and of course the scorpion flail.
  • Nigh Invulnerable: Overlaps with Made of Iron. Sufficiently sharp blades or razors can become embedded in his skin, but not pierce completely through. The pain can incapacitate him, though.
  • One Steve Limit: During the Clone Saga, one of Peter's clones was clad in a cybernetic suit of armour equipped with an acid-spewing tail, and was the only clone aside from Spider-Woman to survive.
  • Race Lift: Once his connection to the mainstream Scorpion was solidified, we have the Scorpion going from Caucasian to Mexican.
  • Visionary Villain: 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.
  • You Can't Fight Fate: Probably related to his belief in his Mission from God, 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.

    Venom II 

Venom II/Dr. Conrad Marcus


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.

  • Ambiguous Situation: 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.
    • 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.
  • Combat Tentacles: His first appearance in the third volume is him shanking Betty Brant with a razor tentacle.
  • Early-Bird Cameo: Conrad Markus appeared in the very first issue creating the spider that bit Miles.
  • Hulking Out: 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, walking on all fours and having an elongated snout resembling the giant Venom in Spider-Man: Web of Shadows.
  • Killed Off for Real: By the police opening fire on him after Spider-Man II stripped him of the symbiote.
  • I Am A Humanitarian: Tries to eat a police officer and later absorbs Miles, which backfires when Miles uses his Venom Blasts to pull a Chest Burster and strip Marcus of the symbiote.
  • Legacy Character: The third person to don a sample of the Venom Suit, though where Roxxon acquired the sample is unknown.
  • Morally Ambiguous Doctorate: Used to work as a scientist for Oscorp before switching to Roxxon.
  • Overly-Long Tongue: Even longer than Eddie Brock's.
  • Primal Stance: Becomes far more bestial in appearance as Venom than Eddie Brock was.
  • Sanity Slippage: The Venom Suit increasingly influences Markus, wanting to bond to Spider-Man.

     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.

  • Abusive Parents: It has been stated that his dad hated him and even sometimes beat Roxxon.
  • Big Bad Wannabe: 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.
  • Butt Monkey: 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 scientists readily acknowledge how crazy insecure he is and only use for money so he can fund their experiments.
  • Compensating for Something: 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.
  • Corrupt Corporate Executive: 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.
  • Depending on the Artist: His appearance changes all the freaking time. About the only thing that remains consistent is his 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.
  • Disposable Vagrant: Roxxon, would kidnap or experiment on people who nobody would miss. There was an entire list of experiments.
  • Evil Gloating: From the minute Miles and Spider-Woman burst into his office, he starts bragging.
  • It's All About Me: 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.
  • Nice Job Fixing It, Villain: 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 Miles becoming Spider-Man.
  • Not-So-Harmless Villain: 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.
  • Small Name, Big Ego: Tries to act like he is "the leader of men" and SHIELD won't take him under custody because he works with them. He turns out to be wrong on both accounts.

     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.

     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.

  • Adaptational Badass: While the Taskmaster has always been a badass villain, the Ultimate version lacks the goofy mask, sword, and hooded cape, which are 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 Jason Voorhees, both being enormous, nigh-invincible men of few words who wear skull-esque masks and No Sell anything their victims throw at them. He even wields a machete!
  • Hired Guns
  • Noodle Incident: Off-handedly mentions an experience with Wolverine that reinforces his policy to just shoot supers in the head and ask questions later.
  • Power Copying: He can absorb the power of supers through direct contact of use of super powers. He then can throw it right back at them.
  • Now It's My Turn: When Jessica delivers a No-Holds-Barred Beatdown on Taskmaster, she and Miles assume that it is over. However, they are sorely re-missed.
    Miles: Nice.
    Jessica: Thanks. That wasn't so...
    Miles: Umm.
    Jessica: Hard.
    Miles: Um.
    Jessica: Oh, %@$#
    Miles: Yeah.
    Taskmaster: (Wearing a depraved and wicked smirk on his face) My turn?
  • Race Lift: From Scary white man in a costume to Scary Black Man in military gear.
  • Scary Black Man
  • Super Toughness: He can take extreme amounts of punishment that a normal human could not possibly take. He can also dish it right back as well.
  • Screw the Rules, I Have Connections!: 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.

    Characters/Ultimate MarvelThe Ultimates
    Characters/Spider-ManSpider-Girl

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