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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: Take a wild guess.
- The Atoner: Everything he does is to make up for his failure to save his beloved Uncle Ben.
- 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. He later returns the web shooters and gives his blessing to Miles. It's later revealed the OZ in his system made him immortal.
- 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: In Miles Morales: Ultimate Spider-Man #4, he joined the fight between Miles and Green Goblin and subsequently rescued Miles from danger.
- Big Good: Was shaping up to be this. He is one of the only nice heroes and a Morality Pet for some such as Nick Fury. Many characters think he is destined to be the greatest hero the Earth has ever seen. This gave his death an even bigger impact.
- Boxing Lessons for Superman: Discussed with MJ after his first fight with Doc Ock, but ultimately (har har) never followed up on.
- 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 a 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. In the end, it's what gets him killed.
- Clark Kenting: Absolutely averted. 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 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: Due to being young he's not as strong or durable as Earth-616's Peter Parker, being capable of lifting roughly 5 tons, 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 Universe 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, when he and MJ discuss taking their relationship to the next level.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.
- Immortality: Norman Osborn theorizes that the OZ formula gave Peter functional immortality, explaining his return.
- I Just Want to Be Normal: After his return from the dead, Peter finally talks to Miles and reveals that he's fine with Miles being Spider-Man; it's just that those web-shooters are his dad's and he wanted them back before he disappeared somewhere else to get away from it all.
- Indy Ploy: Peter's usual response to any and all situations is to dive in without thinking. Even when this leads to his being beaten by Electro and unmasked, he does very little to change it.
- 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 Sister Is Off-Limits!: While she's not quite his sister - instead being his Opposite-Sex Clone - he's so disgusted and 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.
- Under the pen of Dave Marquez, he looks like a boy band member.
- Nice Job Breaking It, Hero: He makes things worse on quite a few occasions. Especially when the situation is supernatural where he has no idea what's what and tends to charge in and foul things up even worse.
- 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 he's and not happy... although Miles thinks he 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.
- Resurrective Immortality: According to the Green Goblin, the OZ formula grants this, explaining how Peter came back from the dead.
- 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 an hour sans costume, after getting beaten up by Venom. Nick was impressed... and scared.
- 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 Symbiote: He accidentally spilled a drop of his father's Project Venom on himself, which formed itself into a black costume. It greatly augmented his powers, but tried to take over him before he got rid of it.
- 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, considering the alternate possibility of what could happen if he turned his genius to evil.
- 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 shooters back. This confrontation leads to 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. It's ultimately subverted, as he just wanted the webshooters back because they were his dad's, and he later gives Miles his blessings.
- 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. Norman Osborn thinks that the OZ serum is responsible, as it's revived him a good few times as well, and that it's made the both of them immortal. Though he is completely crazy, so time will tell if he's right or not.
- 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.
- Walking the Earth: This is what he says he's going to do to Aunt May and Gwen, but he and MJ more or less elope together.
- 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.
- Adaptational Attractiveness: Much younger and better looking than his mainstream counterpart.
- Cool Uncle: Stepped in when Peter was being openly bullied by Flash and got him to stop.
- Hippie Parents: It was how he met May, when he was living at a commune. He's moved on since then.
- I Let Gwen Stacy Die: Peter feels he could've prevented Ben's death, which has a ring of truth to it this time around.
- I Was Quite The Looker: We see a younger-looking Ben in one issue. He was ripped.
- Killed Off for Real: Naturally.
- Parental Substitute: He was like a father to Peter.
- Properly Paranoid: He told his brother Trask couldn't be trusted. He was right.
- Red Oni, Blue Oni: The blue oni to May's red, when they're lecturing Peter.
- Shipper on Deck: Definitely could tell there was something going on with Peter and MJ.
- With Great Power Comes Great Responsibility: Told Peter this, though this time around the phrase originated with Peter's dad.
- Adaptational Attractiveness: While her appearance varies Depending on the Artist, she always looks considerably younger and more attractive than her 616 universe counterpart, who looked to be in her 70s at least right from the very first Spider-Man story.
- Amazingly Embarrassing Parents: In issue #13, when she thinks Peter and MJ were making out, she demands Peter tell her if he knows about "it", until Peter gives up in embarrassment.
- Beware the Nice Ones: She shoots Electro for attacking Peter.
- Cloudcuckoolander: It might just be age, and perhaps stress, but Aunt May has some unusual reactions to certain events. For example, when Peter tells her Norman Osborn is on TV slandering Nick Fury, and SHIELD, her only question is "what channel?" And when she sees Johnny Storm, who is at least old enough to drive a car, and Susan Storm, who has multiple doctorates in several fields, she declares them both "babies".
- Cool Old Lady
- 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. She seems embarrassed when it's brought up, though the fact that two cops were bringing it up while interrogating her certainly didn't help.
- Locked Out of the Loop: Doesn't learn Peter's being Spider-Man until issue one hundred.
- Mama Bear / Never Mess with Granny: Many examples.
- She busted a cap in Electro's ass when he attacked Peter on their front lawn.
- She responded to J. Jonah Jameson merely firing Peter Parker by ...asking to speak to him on the phone. Afterwards, Jameson revoked the firing and balefully told Peter not to put him on the phone with his Aunt ever again...
- When Ultimate Eddie Brock/Ultimate Venom showed up at the Parkers' home, attempted to talk his way inside (reminiscent of a scene that occurred in the mid-90s animated series where the beefier inspired-by-616 Brock does the same to a quite-different Aunt May.) The conversation does not go well for Ultimate Brock. She pulls a hand cannon on him and threatens to blow him away, knowing what he is.
- Moment Killer: She takes it upon herself to prevent Peter and MJ doing anything under her roof.
- 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.
- Ret Gone: She dies in Ultimate End #5, and is erased from existence alongside the rest of Earth-1610.
- Shipper on Deck: Approves of Peter and MJ being together, but she still doesn't approve of them having hanky-panky.
- 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.
- Adapted Out: A lot of MJ's backstory is altered. Her father's mental breakdown, her family moving from unfriendly relative to unfriendly relative, her aunt Anna, her older sister Gail, and her Stepford Smiler tendencies have all been removed.
- 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. Of course, she is still just a teenager.
- 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 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.
- Depower: MJ stands out as the only person in the entire run to successfully be purged of Oz. Note that when SHIELD attempted this with Harry, they couldn't manage it.
- 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. After he's resurrected by the OZ, they run away together.
- Plucky Girl: Very optimistic despite getting so much crap thrown at her most people would have gone nuts by now in her situation.
- Rage Breaking Point: When Flash makes a derogatory comment following Gwen's death, MJ is the one who snaps and beats the crap out of him.
- 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. 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.
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.
- 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.
- 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. She hooks back up with Peter after Osborn is dealt with and they run away together.
- Secret Keeper: Peter tells her that she is Spider-Man early in the series.
- Significant Green-Eyed Redhead: 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.
- 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/CarnageThe 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.
- Clingy Jealous Girl: Gwen doesn't like the idea of Peter going out with other girls. Or talking to other girls. Or being friends with other girls, whom he may have previously dated.
- 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.
- Informed Attribute: While dating her, Peter states that she's almost as smart as he is. At no point do we see any evidence to back up this claim.
- It's All About Me: Gwen can be astoundingly self-centered at times, even beyond the confines of a troubled teenager. When Kitty phones Peter at the beginning of volume 2, Gwen gets upset, and Peter states she's had a difficult time lately (what with many of her friends dying, being scattered to the wind and made fugitives just by dint of being mutants), Gwen (who came through Ultimatum practically unscathed) states they "all have". And when Peter is kidnapped and replaced by the Chameleon, Gwen takes personal offense, refusing to give Peter any slack for the whole being assaulted and replaced by a shapeshifter thing. When Johnny and Bobby move into the house, Gwen's first response is to tell them, neither of whom have expressed any attraction to her, that she is unavailable.
- Lovecraftian Superpower: As Carnage she could project tentacles and spikes to attack.
- Mythology Gag: In a one-off comic where 616-Peter enters the Ultimate-verse, she scoffs at the idea that she could have been Peter's girlfriend.
- 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.
- Ret Gone: She dies in Ultimate End #5, and is erased from existence alongside the rest of Earth-1610.
- 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.
- Sir Swears-a-Lot: She cusses quite frequently. When her mother is brought up, she cusses even more.
- 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.
- For MJ, best showcased during Ultimatum. MJ is panicking mightily because Peter's missing, and Gwen silently props her up when she starts having trouble standing.
- The Tease: Eddie Brock calls her one when she refuses to put out on their first date. But then, Eddie Brock is an asshole.
- Temporary Love Interest: Her relationship with Peter is portrayed as just a temporary thing until Peter and MJ eventually kiss and makeup, she lampshades her status as one after she an Peter break up.
- Troll: Early on, she hints she might be gay just to mess with MJ's head. She also goes out of her way to flirt with Peter in front of MJ just to miss with her.
- What the Hell, Hero?: She loves dishing these out in spades.
- You 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 ParkerPeter'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.
See the Miles Morales page for more
GankeMiles' 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 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.
- However, it does come of as Have I Mentioned I Am Heterosexual Today?? Considering Miles Mother and Girlfriend thought he was gay and he does show signs of being jealous of Katie.
- 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, 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.
- Badass Normal: In his youth, he got noticed by small-time gangster Turk after trashing five of his enforcers by himself. Which in turn gets him noticed by Nick Fury and later the eventual Kingpin, Wilson Fisk.
- 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. It turns out he was a member of The Enforcers. He was recruited by Nick Fury to be a super-gangster in order to gain Wilson Fisk's trust.
- 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 (although its stated partly to be because he was working with SHIELD, with whom he has a past with). 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 disappeared and didn't return for months.
- 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 doesn't reappear for months.
- Quirky Miniboss Squad: After being recruited by Wilson Fisk (years before he became The Kingpin), Jefferson becomes a part of Fisk's personal goon squad - The Enforcers. Unlike the others, he doesn't have a particular gimmick (like Fancy Dan's skills with a whip) or size on his side (like Ox)... he's just really good in a fight.
- Reverse Mole: Nick Fury had him act as an undercover agent of SHIELD to infiltrate the Kingpin's organization 25 years ago.
- 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 implied to be in his early 40's. If the "Newark, 25 Years Ago" is any indication, he was a young man in the late 1980's/early 1990's.
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.
- Back from the Dead: At the end of Secret Wars (2015)'s Ultimate End, Miles wakes up in the All-New, All-Different Marvel Universe and finds his mother waiting for him, telling him to wake up. He tearfully hugs her tightly.
- 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.
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 Villainy: Her mainstream counterpart isn't a member of HYDRA.
- 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: Her parents are members of Hydra and they probably won't take it well when they found out that their daughter is dating the boy that saved the President's life (Captain America) during the Civil War and fought in the climatic battle that won the war for New York.
- 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.
- Evil All Along: Miles Morales: Ultimate Spider-Man #7 reveals that she and her parents are members of Hydra.
- 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 outright murderous when it comes to Spider-Man.
- She is also a foil to her 616 counterpart. Kate Bishop, leader of the Young Avengers, did not know that her father was one of the main benefactors of an illegal operation and concierge of super-villainess, Iron Masque. When Kate found out, she immediately turned on her father and vowed to bring him to justice. Katie always knew her parents were apart of Hydra, another terrorist/seperatist group, and seems to be wholeheartedly supportive of the cause. The only reason she is even having problems is because her boyfriend was one of the key reasons Hydra lost the war.
- Kubrick Stare: Delivers a very menacing look on the cover of Miles Morales: Ultimate Spider-Man #7.
- 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.
- Ret Gone: Almost certainly her fate, as a result of Secret Wars. Any character that has a 616 counterpart (her's is the female Hawkeye) probably failed to carry over.
- The Reveal Prompts Romance: Averted. 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.
- Finally firmly averted in #12. After being captured by her parents and tortured by Victor Van Damme, Miles promptly breaks up with her once he's finished trashing HYDRA.
- 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 complicated and eventually ended the relationship.
The New Ultimates
The New UltimatesJessica 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 across 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. The team was destroyed by the incursion that wiped out the Ultimate Universe - only Spider-Man and Bombshell are known to have survived.
- 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.
- Cloak has trust issues and can only trust his friend Dagger to help him out of sticky situations.,
- 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.
- Wake Up, Go to School, Save the World: Subverted. The only members who go to school are Miles and Lana. Jessica was a former agent of SHIELD and has an apartment in Chelsea despite being the biological age of 16-17. Kitty Pryde is too well known to ever want to, and Cloak and Dagger have been declared dead and are by all means orphans.
Supporting CastThis is for characters that appear in the series that have a semi-substantial role and/or do not have their own comic book.
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 Betty Brant is killed attempting to sell the identity, 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.
- Dying Moment of Awesome: In Issues 5 and 6 of Miles Morales: Ultimate Spider-Man. Faced with a powered-down Norman Osborn in his apartment, giving him an interview very sanely, but still blaming everybody else for his problems up to and including him murdering his own son, he shoots the man three times with a gun he has hidden. Unfortunately, it doesn't take, due to Osborn being immortal, but it's the efforts that count.
- 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.
- Heroic B.S.O.D.: "Heroic" is stretching it, but during Ultimatum, his reaction to everything involved in that event shakes him completely.
- It Amused Me: During Ultimatum, he states that this was one of the reasons he slandered Spider-Man, aside from it selling papers.
- 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.
- Viewers Are Morons: Subscribes to this, whole-heartedly, giving it as his reason for being so unfair towards Spider-Man when Peter asks.
Joe "Robby" Robertson
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.
- Younger and Hipper: His classic counterpart is a middle-aged man.
- Adaptation Dye-Job: She has long, black hair, as opposed to her Earth-616 counterpart, who is a brunette.
- Adaptational Villainy: More like "Adaptational Jerkass", but the mainstream version wouldn't place bets on the fates of her co-workers or do some of the things this Betty has done.
- 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. Back during the "Morbuis" arc, she would betted that Ned got killed by the Kingpin.
- 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.
- Former Friend of Jerk Jock: He eventually stopped being Flash's friend altogether. Not that Flash even cared, as Peter pointed out that Flash only hangs with him solely out of a sense of superiority and treats him badly.
- 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.
- Toxic Friend Influence: Kenny is usually nice to Peter when Flash isn't around.
Harry Osborn/The Hobgoblin
- 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 the 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.
- Depower: SHIELD tried, but whatever was done to Harry was beyond their capabilities to undo.
- 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.
- Parental Neglect: His mother spent most of her time drunk on scotch, and Norman could barely stand to look at him.
- 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.
- Adaptation Name Change: His mainstream's counterpart's first name is "Eugene".
- 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.
- Demoted to Extra: Flash's more postive Character Development from his 616 counterpart gets given to Kenny Kong, so Flash's role in the series diminishes as times goes on. This gets a slightly tragic Lampshade Hanging in his final appearance after Peter dies. Flash is sitting alone, in an empty classroom realizing that he was the only one who didn't know Peter was Spider-Man.
- Dirty Coward: In a crisis, tends to run and scream and hide.
- Fantastic Racism: He hates mutants, and superpowered humans in general. Though really, his treatment of Kitty is exactly the same as his treatment of Peter.
- Freudian Excuse: It's a pretty thin one, but in the Silver Sable arc you get the distinct impression Flash's lousy personality was shaped by his equally Jerk Ass father. The two don't seem to have much respect for each other when they're talking with an agent about selling Flash's story note to the media. You get the impression Flash is afraid of being a Loser Son of Loser Dad.Mr. Thompson: Hundred thousand. Pff!Agent: Mr. Thompson, your son got good press with this kidnapping and this Spider-Man business. But it's going to be yesterday's news tomorrow. You gotta grab what you can.Flash: Sounds like a lot of money to me, Dad.Mr. Thompson: Well it's not! Whack off half for taxes and his ten percent and it's now forty thousand.Flash: Still a lot of money.Mr. Thompson: Excuse yourself. Grown-ups talking.Flash: <muttering> It's more than you make.
- Hair-Trigger Temper: Especially where Peter is concerned, in one instance threatening him just for looking at Liz Allen when she's having a moment of drama.
- Hate Sink: After a while, it seems like every action Flash takes is just designed to make you hate him that little bit more.
- 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. When MJ finally stood up and demanded he know why Flash was being so callous about Gwen's death (after starting a fight with him over it that got them landed in detention) Flash clammed up completely and MJ realised that he'd actually liked her, although he became angry and defensive when she called him on it and stormed out.
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/ Firestar
- Alpha Bitch: Similar to her 616 counterpart in this regard.
- Boomerang Bigot: She hates Mutants with a 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.
- Depending on the Artist: Her hair-colour and style changed several times through the earlier issues. Sometimes bright red, sometimes blonde, sometimes all the way to platinum blonde.
- Drama Queen: MJ labels her one. This is after Liz, after hearing Kong mention Spider-Man one time too many, yells "Enough" and starts crying, so she has a point.
- 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.
- Give Geeks a Chance: Tends to complain about Peter to MJ's face repeatedly, not seeing why she likes such a nerd, but during issue #4, she gets drunk at a party and admits she thinks Peter is cute.
- 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.
- Related in the Adaptation: Neither Liz or Firestar are the daughter of the Blob.
- 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 TorchJohnny 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 B.S.O.D.: 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: His response to Bobby Drake's Casanova Wannabe tendencies.
Bobby Drake / Iceman
Bobby Drake/ Iceman
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 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.
- Adaptation Dye-Job: Here, her long white/plantinum blonde hair is a wig and she has short black hair.
- 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 IIIA 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.
- Almost Kiss: When she sees Kitty Pryde is safe during Ultimatum, Jessica throws her arms around her and looks like she's about to kiss Kitty in relief, but the understandably shocked Shadowcat phases through her.
- 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.
- Civvie Spandex: Her Black Widow costume comes with a leather jacket.
- 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 madman'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 refused to take up the mantle after Peter's death and Miles' short retirement) and does everything she can to shy away from that identity. This leads her to go as far as dropping the identity of Spider-Woman and become Black Widow.
- Cowboy Cop: Of SHIELD. 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.
- Depending on the Artist:
- As Spider-Woman, whether her costume is black or red, and the exact dimensions of the white chest insignia depends on who is drawing her.
- As Black Widow, the size of her chest insignia depends on who's drawing her. She's also upped a couple of cup sizes in Scarlet Spiders.
- Dynamic Entry: How she "introduces" herself to Miles.
- Full-Frontal Assault: She mentions to Ben and Kaine that she had to fight naked once, and demands to get her costume back so she doesn't have to relive the experience.
- George Jetson Job Security: Going AWOL to put a stop to Roxxon makes her think 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.
- Going Commando: Scarlet Spiders #1 reveals that she's naked underneath her costume, leading to some awkward moments with Ben Reilly, who is also naked under his costumes. She didn't mind changing in front of Miles, but that was when they were under attack from Verna.
- Important Haircut: Cuts her hair short when she changes her codename from Spider-Woman to Black Widow.
- Improbable Age: She was 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.
- Kid Hero: She's biologically seventeen, but isn't even two years old according to Scarlet Spiders #1.
- 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: She revealed that she was gay - with a preference for "natural redheads" and "Jewish girls" - in All-New Ultimates, ending years of speculation by fans. Her main complex about it was that since she was a clone of Peter Parker (who is straight), she couldn't tell if she shared the same attraction because she shared his genes and memories.
- Most Common Superpower: Justified, possibly due to puberty. As the 15 year-old Spider-Woman, Jess was fairly flat-chested and was once derided as a cheap Spider-Man knockoff with a B-cup by Bombshell. As the 17 year-old Black Widow, she seems to have gone up a cup size or two, especially in Spider-Verse, but in some other appearances is still flat-chested.
- 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: 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.
- Ship Tease:
- With Johnny Storm, much to Peter's disgust and horror.
- With Kitty Pryde in the finale issue of vol 1, and again in All New Ultimates.
- Shoo the Dog: Her hostile behavior towards Miles is her attempt at this.
- 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.
- Took a Level in Badass: Has come into her own in Volume 3, being Miles' overseer in SHIELD and leader of the new Ultimates.
- What Happened to the Mouse?: She hasn't been seen since the end of Ultimate Spider-Man, leading to fans concerns she was erased with the rest of Earth-1610.
- 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 BaumgartnerTeenaged 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.
- Heroic B.S.O.D.: Has an episode after her boyfriend was murdered.
- Insult Backfire: She calls Spider-Woman a cheap Spider-Man knockoff with a B-cup to get her riled up, but it doesn't work.
- 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 Poey 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
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.
- Alpha Bitch: Oh, so much in her first appearance. She softens up after several months of horror.
- Still has that attitude in a few shades with Lana and Miles(he earned her ire when he commented on the relationship status of her and Cloak).
- 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. It should be noted that she is a lot more aggressive than Cloak and Bombshell when it comes to fights.
- Death Faked for You: Courtesy of Roxxon.
- Dropped a Bridge on Him: Both she and Cloak were suddenly shot in the head towards the end of All-New Ultimates #9.
- Aveted. Turns out it was a tranquilizer dart that took out her and Cloak.
- Eating Optional: Neither Cloak or Dagger have to eat.
- Early-Bird Cameo: Was mentioned way before she formally appeared as running for the School Council President and her name was written on the bathroom stall.
- 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.
- Make Up or Break Up: The constant squabbling eventually leads to Dagger wanting space from Cloak which coincidentally happens after the two consummate the relationship.
- 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.
- Dropped a Bridge on Him: Both he and Dagger were suddenly shot in the head towards the end of All-New Ultimates #9.
- Shown to be still alive in the Ultimates #10, he was just knocked unconscious.
- 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.
- Like an Old Married Couple: With Tandy of course. At first it was juvenile and then their squabbles started to make other members of the Ultimates uncomfortable.
- Make Up or Break Up: The constant squabbling leads to Dagger wanting space from Cloak. Cloak is not all happy about it.
- 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 QuaidPolice 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 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.
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.
- Genre Savvy: Upon hearing about Norman Osborn's potential immortality, she does her best to burn his "corpse" to ashes. Just in case.
- Reasonable Authority Figure: Initially it seems like she was giving Miles a hard time, but in actuality, she owes her career to Spider-man and does whatever she can to help him.
- Secret Secret-Keeper: She knew who Miles was the moment they met mainly because she has SHIELD connections.
- The Commissioner Gordon: Acts this way towards Miles although the relationship was rocky at first.
- There Is No Kill Like Over Kill: After Green Goblin was dealt with thoroughly by the Spider-Men, she felt the need to put more bullets in the unconscious and depowered Osborn and then set him on fire for good measure.
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.
- A God Am I: Once he realizes that the OZ formula has made him immortal, he believes himself to be a God and his creations "The New Gods".
- 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 the entire series.
- Brought Down to Normal: Miles' venom strike is particularly harmful to Norman, and leads to Miles curb-stomping him and filling him with so much juice he is forced back into human form.
- Corrupt Corporate Executive: Even before he became Green Goblin he was evil. 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 a few other characters have returned from death.
- 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.
- In Miles Morales: The Ultimate Spider-man #6, he is revealed to be immortal so he literally cannot die. Subverted, since by the end of this arc his injuries at the hands of Peter and Miles and the overuse of his powers are what kill him once and for all. Maria Hill shoots and then burns his corpse for good measure.
- 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) and J. Jonah Jameson.
- 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.
- Humiliation Conga: Once he encounters Miles Morales, the battle that follows is a long, drawn-out exercise in Norman's limitations... when he's facing someone just as strong as he is (and potentially even tougher) with no psychological edge to take advantage of, the Green Goblin gets stomped into the ground by a 14-year-old.
- 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. And both looking and acting like a troll.
- 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 and 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: Expect things to get dead serious, and Peter's life to get even worse, whenever he shows up.
- 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 fellow(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.
- Never My Fault: A defining characteristic of him and his insanity. He holds nothing he does as accountable towards himself. He blames SHIELD and Nick Fury for his psychosis. He blames a greater power for his killing of his own son. He blames Peter Parker for ruining his life.
- 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.
- No Kill Like Overkill: After getting trashed by Miles and Peter and getting filled full of Venom Strikes, an overtaxed Norman finally reverts to human form and slumps over unconscious. Maria Hill debriefs the Spider-Men and tells them to take Aunt May and company somewhere safe... then she promptly empties her clip into Norman's body and sets his corpse on fire.Det. Maria Hill: You know, just in case. Buh-bye, Norman Osborn. I hope you burn in hell, too.
- 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.
- Resurrective Immortality: According to the him the OZ formula grants this, explaining how he keeps coming back from the dead.
- 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 Has a Point: Is pretty pissed off that Fury arrested him and several other super-powered criminals with no due process, legal counsel, or any contact at all to the outside world to let anyone know where he is. Fury outlines that after willingly tampering with their DNA, he's decided that Osborn and the other prisoners have no rights any more, which is outright illegal (especially in the case of Kraven who's hinted to not even be an American citizen). Even Magneto, who for a time was the Ultimate Universe's Big Bad was granted a fair trial, but Osborn and the other prisoners are given no legal representation at all. Granted, all of this is rather hard to complain about given Norman can (and does) kill again the second he escapes.
- 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.
- Weaksauce Weakness: Played with and potentially tied with Logical Weakness. Norman is absurdly vulnerable to Miles' venom strike, which up to this point has been treated as a somewhat comical (though effective) way to end a fight. It actually affects Norman so much that he is briefly brought back to lucidity (from his typical Ax-Crazy persona), which Miles speculates is due to the toll the OZ formula has taken on Norman's genetic structure. Between this and Ganke's prodding to study Peter Parker's old fights, Miles Morales absolutely has his number in physical combat.
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 KingpinWilson 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: He is surprisingly quick for his size (enough to catch the likes of Shang-Chi off-guard), and he is perhaps the strongest baseline human in the Ultimate Universe (even real-life strongmen have trouble crushing something as hardy as a human skull). However, his strength still falls short of what Spider-Man is capable of, thus he is genre-savvy enough to keep super-powered goons like Electro around to handle what he cannot.
- 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. In the earlier issues Robbie Robertson does invoke this trope to Peter, suggesting that Kingpin might be preferable to an Evil Power Vacuum. Later when Peter repeats this to Daredevil to stop him from killing Fisk, Daredevil points out that the Third Reich died out once Hitler was taken down.
- Even after his demise, no one has been able to formally take his place. There have been attempts, but they were thwarted by both Spider-men. Until Miles took a year long break and Hydra grew into power and became more subversive in corporations and street gangs.
- 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 lover) Jean DeWolfe, was dead, he mourned for her.
- Even Evil Has Standards: Even Fisk knew well enough that the Ankh was too dangerous to be in human hands, so he locked it away more securely than any of his other, more valuable resources.
- Fat Bastard: Actually, no. A lot of his mass is muscle.
- From Nobody to Nightmare: He started out as some low-level thug before using his savvy and massive size to bull his way up the ladder.Jefferson Davis: This was just about the biggest guy you've ever seen making his way through the Tri-State area's criminal activity. This was a guy on the rise. He was sticking his big fat thumb into every situation he could, climbing his way through with muscle and intimidation... with murder. He was moving so fast that the government was already aware and scared of him.
- Genius Bruiser: Fisk is frightening savvy when it comes to both his legitimate enterprises and his criminal empire. The syndicates that he didn't have to intimidate into joining him follow him willingly, because he figured out how to make them more money than they made without him.
- 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. Fury had already busted him years before for human/mutant trafficking, and he didn't think he was likely to get away again.
- 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. Eventually he's cornered by the police at the airport, and in his anger he spills details about his attempt to kill Moon Knight.
- 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 had 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.
A former friend of Matt Murdock, who has become Wilson Fisk's top assassin.
- Adaptational Villainy
- Badass Normal: Has no powers to speak of yet still is a dangerous combatant
- Boobs of Steel: Rather large, very much on display breasts (which Peter doesn't fail to notice) and also one of the best fighters in the series.
- Hero of Another Story: Was the star of her own spin-off series with Daredevil, showing her journey to villainhood.
- Start of Darkness
- We Hardly Knew Ye: She was thrown out a multi story window by Black Cat and landed on a police car after Moon Knight threw a blade at the back of her neck. However, Jean DeWolfe confirmed that she was still alive and was in a coma. She hasn't shown up since.
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.
- Awesome Aussie: In this universe he's from Australia rather than Russia, making him a bloodthirsty version of Steven Irwin.
- Badass Moustache: A thick, well-groomed horseshoe mustache.
- Curb-Stomp Battle: His first fight with Spider-Man was this.
- Didn't Think This Through: Has a long-running television show and celebrity lifestyle made possible by killing animals with his bare hands. While that obviously establishes him as a badass, he then decides to fly to New York and murder Spider-Man live on national television as part of his show. Unsurprisingly, tangling with someone with actual superpowers doesn't end well; Spidey easily side-steps his attacks and takes him out in a single punch. Then he's arrested for attempted murder. Then he attempts to get his DNA altered to give him the super-powers needed to get revenge.... and is promptly arrested by The Ultimates after bragging about it.
- Egomaniac Hunter: As ever, Kraven is a macho nutjob who hunts and murders animals, though unlike usual he's made a career of hosting a Steve Austin-style show out of it.
- Hunting the Most Dangerous Game: After making a living killing animals on national television, Kraven decides to hunt and kill Spidey as part of his show. Once he actually attempts it though, he's arrested since, y'know, that's kind of a crime.
- Land Down Under: Where he hails from.
- The Nose Knows: Appears to do this to track Spider-Man, but it's revealed he actually has no super-powers and is just pretending for the sake of his TV show. Later, after having his DNA tampered with he gained this power for real.
- Our Werewolves Are Different: For a time, he could turn into a were-wolf like creature. S.H.I.E.L.D. removed that ability from him, though.
- Race Lift: More like "Nationality Lift", but this Kraven is Australian, not Russian.
- Shout-Out: Is Steve Irwin if he were an asshole Egomaniac Hunter instead of a loveable conservationist.
- Show Within a Show: Was the host of a reality TV show where he killed animals with his bare hands.
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 "Elektra", 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.
- 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).
- Joker Immunity: Aunt May shoots him repeatedly, but a few months later and he's back on his game.
- Psycho for Hire: 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: He's more or less made of living electricity.
- Super Mode: When supercharged he turns blue and burns his clothes off.
Alex O'Hirn / R.H.I.N.O
- For Massive Damage: He has a control panel on his back; access is limited to a tiny slit, but its enough for Miles' Venom Blast.
- Flat Character: In the comics, at least, he has no real motivation other than being crazy.
- Giant Mecha: He's a tiny, nebbish man who's wearing a rhino-themed suit of robotic armor.
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.
- Butt Monkey: Until he Took a Level in Badass
- Cardboard Prison: He simply rebuilds his gauntlets using the prison's shop station and uses them to escape.
- Clothes Make the Superman: His "Vibroshock Gauntlets", which project concentrated blasts of air that has been vibrated at an intense frequency.
- Cut Lex Luthor a Check: Subverted as he initially tried to sell his equipment.
- Embarrassing First Name: Spider-Man thought it was hilarious.
- Ineffectual Sympathetic Villain: Just don't tell him you feel sorry for him.
- Sanity Slippage: In his last appearance, he's gone right over the edge.
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 a lab assistant for Curt Conners, 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.
- Body Horror: The Venom Suit consumes Eddie from the inside out if he doesn't satiate its hunger.
- Chest Emblem: Interestingly enough, averted, though it does appear on some panels and covers. Also averted in the video game, until Venom absorbs Carnage.
- 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, and can jump at very fast rates.
- 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.
A protoplasmic lifeform created by Dr. Curt Connors using a sample of Peter's blood, his own blood (which contained traces of the Lizard Formula), and a sample of the Venom Suit, Carnage quickly mutated into a vampiric creature that drained its victims of body fluids in order to compensate for its unstable genetic structure. When it killed Gwen Stacy, Spider-Man battled and killed it. A second Carnage, grown using a sample of the first, 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.
- Adaptational Heroism: Isn't exactly a "hero" but is only killing out of a biological (and barely understood) need, and eventually when it realizes it's threatening Peter's life, chooses to commit suicide rather than endanger him. A far cry from the remorseless serial killer from the main universe.
- Bioluminescence Is Cool: Has a glowing yellow patch in the middle of its chest, though this disappeared when it came back as Gwen.
- Black Eyes of Crazy: After draining the biomass of a pair of cops, it temporarily transformed into a replica of Richard Parker with black sclera and orange, pupil-less irides.
- Blood Lust: It needed to drain the body fluids out of its victims to survive.
- Building Swing: Uses thin tentacles to mimic Peter's webbing.
- Cloning Blues: It was created when Dr. Connors spliced Peter Parker's DNA with his own and added a dollop of the Venom Suit.
- Combat Tentacles: Like Venom, this is its main means of offence.
- Fangs Are Evil: Carried over from Venom and the Lizard.
- Fetus Terrible: When it first appeared, it was nothing more than a red-and-black fetus with glowing yellow-orange eyes. That didn't stop it from eating people.
- Genetic Memory: It possesses fragments of Peter's memories.
- Horror Hunger: It initially needed to drain its victims' body fluids.
- Humanity Ensues: It temporarily transformed into a doppelgänger of Richard Parker, only needing Peter's DNA to become complete.
- Lightning Bruiser: In the video-game and Shattered Dimensions, it is fast, powerful, and durable.
- Lovecraftian Superpower: Like Venom it constantly forms tendrils and spikes.
- Mix and Match Critters: Spider-Man, Venom, and the Lizard.
- Our Vampires Are Different: Drains its victims' body fluids by stabbing them with Combat Tentacles.
- Red and Black and Hungry All Over: Its coloration, with a dollop of yellow thrown in.
- Hand Blast: His suit can fire many different types of weapons.
- No Name Given: His real name is unknown, just that he's a Latverian agent sent to obtain a sample of the Venom Suit.
- Powered Armor: He wears a winged suit of powered armor, causing Spider-Man to accuse him of copying Boba Fett.
- The Voiceless: He doesn't say a word when in combat. His only words are an inquiry to Eddie Brock and a message to Doctor Doom.
- Walking Armory: His suit has an arsenal of weapons that would make Iron Man jealous.
- Body Horror: He has a face not even Aunt May could love.
- Cloning Blues: One of five clones of Peter Parker.
- Continuity Nod: Wears a variant of Ben Reilly's costume.
- Good Scars, Evil Scars
- Eye Scream: One of his eyes is glazed over and half covered in scar tissue.
- Insane Troll Logic: His solution to protecting Mary-Jane? Oz, the same thing that turned Norman and Harry Osborn into raving monsters.
- Killed Off for Real: Gunned down by Spider Slayers.
- Love Makes You Crazy: It also makes you forget there are several dozen armed agents of S.H.I.E.L.D. in the room as well.
- Yandere: Towards Mary-Jane, going so far as to pump her full of OZ.
- Ax-Crazy: Spends most of him appearance repeating the same things over and over.
- Beware My Stinger Tail: That shoots Hollywood Acid.
- Chuck Cunningham Syndrome: Hasn't been seen since Fury told a scientist to 'get to work' on him...
- Cloning Blues: One of five clones of Peter Parker.
- Cyborg: That tail is grafted onto his spine. Not even Reed Richards thinks its removable.
- Madness Mantra: "Who are you, mystery man? Reveal yourself to the crowd" is about the only thing he says.
- Powered Armor: Doubles as a Mythology Gag to the original Scorpion.
- Cloning Blues: One of five clones of Peter Parker.
- Composite Character: He's called Tarantula, wears a Venom-ish costume, and has the arachnid features of the Doppelganger, as well as six arms, as Peter once had.
- Heel–Face Turn: Fights Kaine to protect MJ.
- Killed Off for Real: By Dr. Octopus.
- Multi-Armed and Dangerous: Has six arms.
- 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 it's surprising to learn that Ultimate Mysterio is just a highly advanced android the 616 version made for himself
- Small Role, Big Impact: He is the initial Arc Villain for Vol. 2, though he eventually proves to be less of a threat than The Chameleon Twins. However, his murder of The Kingpin kicks off a mess of trouble due to the resulting Evil Power Vacuum, allowing H.Y.D.R.A. to gain a foothold in New York and Roxxon to expand without any fear of repercussion.
- 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.
- Action Bomb
- Black Sheep: So much so that the courts took custody of Lana away from her declaring her to be an unfit parent.
- Book Dumb: Dropped out of high-school and thought Captain America was a professional wrestler.
- Good Parents: As far as a person who raised their daughter to be brought up in a life of crime can be at least. Lori, while still in prison, urges Lana to not follow the same path Lori did and felt remorse for Lana after Lana's boyfriend was murdered in front of her daughter. She even urges Lana to not lose touch of her new friends.
- Having a Blast
- Law of Inverse Fertility: Apparently, Lori not only had no idea that she was pregnant, she had no intention of having a child as well.
- Sir Swears Alot: Not as bad as her daughter, but it is still apparent enough for Spider-Woman to point out.
- Stuff Blowing Up
- Wonder Twin Powers
The Chameleon and Camellia
- Bald of Evil: They're both hairless unless transformed.
- The Blank: Both Chameleon and his sister Camellia have no facial features in their true form.
- Bling-Bling-BANG!: Camilla wields a gold-plated pistol.
- Half-Identical Twins: Well, they would be completely identical except one has an Impossible Hourglass Figure.
- Impersonation Gambit: Chameleon pulled one on Peter by taking over both his civilian life and Spider-Man.
- Manipulative Bastard: Chameleon and Camellia really do a number on Peter's life by tricking everyone he cares about into thinking he's a bad guy.
- Of Corsets Sexy: Camilla wears a corset, short shorts, and a choker.
- Only Known by Their Nickname: Unlike his sister, Chameleon is only known by his alias.
- Smug Smiler: Chameleon has a particularly smug grin almost all the time he's Peter.
- Voluntary Shapeshifting: Unlike their Earth-616 counterpart.
Aaron Davis / The Prowler
Aaron Davis/The ProwlerMiles' 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.
- 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 II
Maximus Gargan/The ScorpionA 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.
- Affirmative Action Legacy: He's Mexican and the second person to use the Scorpion identity.
- 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).
- Composite Character: Of Mac Gargan (uses the name "Scorpion" and almost similar real name) and Black Tartantula (a Hispanic crime lord who, likewise, has ambiguous superhuman powers).
- 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. As noted above, Maximus more closely resembles another Spidey villain, the Black Tartantula.
- 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/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.
- 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 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 useful for money to 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 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.
- Cursed with Awesome: How he sees the Ultimates. He believes that they should be thanking Roxxon for what they gave them and can't see why they are opposed to them. He also believes they are by-large property of Roxxon although he is wrong on account of Miles was not bitten by a Roxxon made product and his only connection to them is that they are after him regardless.
- 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.