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

Character sheet for the ever-expanding, colorful cast of Spider-Man's [[ComicBook/UltimateSpiderMan ultimate incarnation]]. For characters from the ''WesternAnimation/{{Ultimate Spider-Man}}'' animated series, see '''[[Characters/{{Ultimate Spider-Man}} here]]'''.


!Main characters from Volumes 1 & 2

[[folder:Peter Parker / Spider-Man I]]
!!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 UpToEleven.
* AlliterativeName: He's a re-imagining of the trope codifier in comics. ''P''eter ''P''arker.
* AlwaysSaveTheGirl: 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.
* AmbiguouslyJewish: He would sometimes speak Yiddish, although this had more to do with Bendis being Jewish.
* AnimalMotifs: Take a wild guess.
* TheAtoner: Everything he does is to make up for his failure to save his beloved Uncle Ben.
* BackFromTheDead: On the last page of ''Miles Morales: Ultimate Spider Man'' #1, [[spoiler:Peter shows up demanding that Miles return his web shooters and relinquish the identity of Spider-Man. He later returns the web shooters and gives his blessing to Miles. It's later revealed the OZ in his system made him immortal.]]
* BadassBookworm: He's one of the smartest kids in his class, at one point snapping at a professor that he could teach better than him.
** According to the Ultimate Doomsday arc, Peter was supposed to take a test and find out that he had the IQ of 145.
* BerserkButton: Outside of messing with his family, the thing that really ticks Peter off is when you're an authority figure who tries to withhold information from him.
* BewareTheNiceOnes: You '''DO NOT''' want to threaten his loved ones. The results will not be good for you.
* BigDamnHeroes: [[spoiler: In Miles Morales: Ultimate Spider-Man #4, he joined the fight between Miles and Green Goblin and subsequently rescued Miles from danger]].
* BigGood: Was shaping up to be this. He is one of the only nice heroes and a MoralityPet for some such as Nick Fury. Many characters think he is destined to be the greatest hero the Earth has ever seen. [[spoiler: This gave his death an even bigger impact.]]
* BoxingLessonsForSuperman: Discussed with MJ after his first fight with Doc Ock, but ultimately (har har) never followed up on.
* BreakoutCharacter: To explain, Ultimate Spider-Man was originally just supposed to be a Mini-Series; a modern reinterpretation of the Spider-Man Origin. Similar to ''ComicBook/SpiderGirl'', 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.)
* BrilliantButLazy: Summed up perfectly here.
-->'''Teacher:''' Excuse me, Mr. Parker, where are you going?\\
'''Peter Parker:''' Bathroom.\\
'''Teacher:''' You sit down right this--\\
'''Peter Parker:''' Or what? You'll fail me? I could '''''teach''''' this class.
* BrooklynRage: The quintessential New York superhero.
* BuffySpeak: Almost more than mainstream Peter. And that's saying something.
* ButtMonkey: He's suffered a lot, and in the rare moments something good happens to him in most cases it's temporary.
* BuildingSwing: As usual, he uses his webs to get around in this manner.
* CarFu: Once put down Omega Red by dropping a fork lift on him.
** [[spoiler:While bleeding out from a gunshot wound, he beats the Green Goblin to death with a truck.]]
* ChronicHeroSyndrome: Oh, so much. [[spoiler:In the end, it's what gets him killed.]]
* ClarkKenting: Absolutely [[AvertedTrope 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.
* CluelessChickMagnet: A great deal of the female superheroes (and a few supervillains) he's met have been attracted to him.
* ComesGreatResponsibility: Part of the motto he inherited from his uncle, and the reason he does what he does.
* CoolLoser: 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.
* CursedWithAwesome: 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.
* DeadpanSnarker: Peter [[YouFightLikeACow incorporates this into his fighting]] to distract his opponents and get them to slip up.
* DeclarationOfProtection: When Norman tries to kill [[spoiler: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.
* DiggingYourselfDeeper: When Johnny walks in the door proclaiming he made out with a hot female superhero, Peter gives a rundown of all the attractive heroines he's met - much to the displeasure of Gwen, who was his girlfriend at the time.
* DorkKnight: He is a nerd and gets picked on at school for it, but he's still a ''superpowered'' nerd who if he wanted could easily beat up said bullies.
* DoomMagnet: Bad things happen to him on a regular basis. Hey, he is Spider-Man.
* DudeWheresMyRespect: He's arguably Marvel's definitive example of this trope, and [[UpToEleven somehow an even worse example than the main-continuity version.]] The Ultimates, with the exception of Iron Man and Thor, find him an annoying wannabe and dismiss him out of hand, Daredevil once beat him up for trying to fight crime, and Carol Danvers outright resents his very presence in New York.
-->'''Captain America:''' ''(after just telling Peter at length why he's a bad super-hero)'' This isn't going to be easy for you to hear--\\
'''Spider-Man:''' You're about to say something even more insulting?
* DyingMomentOfAwesome: Has one during [[spoiler:his final battle with the Green Goblin]].
* EstablishingCharacterMoment: In his very first scene, he is studying chemistry in the school's cafe, and gets bullied by the other guys.
* ExpressiveMask: His eye lenses often change shape to convey emotions.
* FailureHero: He is driven to heroism by his failure to save Uncle Ben [[spoiler:and protect the original Gwen Stacy]].
* FireForgedFriends: With most of the other teenage superheroes.
* FragileSpeedster: 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.
* GeniusBruiser: He's the smartest kid in his class, but hits like a truck.
* GuiltComplex: Exploited for all the angst its worth and even lampshaded.
--> '''Peter''': I feel bad.
--> '''Mary Jane''': Yeah but that's your default setting.
* TheHero: Was this for the entire Ultimate Universe [[spoiler: up until his death]]. Even Nick Fury seems to think so.
* TheHeroDies: Pete's shot by a sniper and [[spoiler:slowly bleeds out while fighting the Sinister Six, dying just after seemingly killing the Green Goblin]].
* HeroWithBadPublicity: Until [[spoiler:J. Jonah Jameson writes an article taking back everything he said about Spider-Man, after seeing him selflessly trying to save as many people as he could during ''ComicBook/{{Ultimatum}}'']]. Comments suggest some of it might come from assumptions [[FantasticRacism that he's a mutant]].
* HeroicSacrifice: Peter [[spoiler:took a bullet for Captain America, and when the Sinister Six attacked his home proceeded to fight them all off before dying]].
* HippieParents: Uncle Ben and Aunt May raised him. This shapes his outlook a bit, especially when asked why he doesn't use his Spidey fame for profit, and why he is reluctant to join SHIELD.
* HollywoodDateless: Averted: if you were to pick up a random issue of the series, chances are Peter ''will'' have a girlfriend.
** Times without a girlfriend? After the Public Scrutiny arc (Ultimate Spider-Man #32), MJ broke up with him. It's only temporary, and they get back together 9 issues later.
* HormoneAddledTeenager: 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.
* HotBlooded: Peter, when stressed out or angry, tends to act extremely impulsively. [[spoiler:Rather tragically ends up being his FatalFlaw.]]
* {{Immortality}}: [[spoiler:Norman Osborn theorizes that the OZ formula gave Peter functional immortality, explaining his return.]]
* IJustWantToBeNormal: [[spoiler: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.]]
* IndyPloy: 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.
* InsaneTrollLogic: Peter is utterly convinced that the only thing keeping him from being evil is his genitalia, as a conversation with Spider-Woman reveals.
* KilledOffForReal: [[spoiler:Just after he was revealed to have come back from the dead, the entire Ultimate Universe was destroyed.]]
* MessianicArchetype: Arguably of the ComicBook/UltimateMarvel Universe. In a world full of [[AntiHero anti-heroes]] and [[HeroicNeutral Heroic Neutrals]], Spider-Man is perhaps the only hero who does good for the sake of good (usually). This gets lampshaded during ''ComicBook/{{Ultimatum}}'' and outright confirmed in ''Ultimate Fallout''.
* MotorMouth: Doesn't pause his mid-fight [[YouFightLikeACow quipping]] to breathe.
* MySisterIsOffLimits: While she's not ''quite'' his sister - instead being his OppositeSexClone - 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.
* NerdsAreSexy: He's quite the ChickMagnet considering he's a complete dork.
** Under the pen of Dave Marquez, he looks like a boy band member.
* NiceJobBreakingItHero: 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.
* NoHoldsBarredBeatdown: Get him angry enough, and this will happen.
* NotQuiteDead: As of ''Miles Morales: The Ultimate Spider-Man'', [[spoiler:he came back. Although Miles thought he could be a clone, this soon turned out to not be the case]].
* OrdinaryHighSchoolStudent: He was a student at Midtown High before getting his powers.
* TheParagon: He inspired Miles to take up the mask [[spoiler:after his death]]. On a grander level, the rest of the superhero community considers him, untrained as he is, to be potentially a greater hero than any of them, and SHIELD takes to training him to fulfill these expectations.
* ParentalAbandonment: [[{{Nephewism}} Leaving him with Ben and May]]. Interestingly, we're given conflicting accounts of how it happened; either Mary & Richard died [[spoiler:when Bruce Banner first transformed into the Hulk]] when Peter was a baby, or in a plane crash with Eddie Brock's parents when Peter was a boy. Marvel Wikia maintains that the latter is just a cover, though the [[VideoGame/UltimateSpiderMan video game]] treated that supposed cover story as real and used it as a plot point.
** WordOfGod is that it's the second one, and that they survived the former. Which, given that Bendis wrote both, could have been made clearer.
* PowerIncontinence: He passed out after using his spider-sense and fast reflexes for the first time in the school corridor.
* ReluctantHero: Averted. Peter Parker may have had his resolve questioned, but he never retired or quit from the job in spite of being told to repeatedly. This is completely different from his 616 counterpart.
* ResurrectiveImmortality: According to the Green Goblin, [[spoiler:the OZ formula grants this, explaining how Peter came back from the dead.]]
* SadClown: One of the reasons he cracks so many jokes is to disguise how scared and miserable he is.
* SaveTheVillain: Truly noble on Peter's part to want to save even his worst enemies. In Ultimate Enemy #2, he saw Doctor Octopus in trouble and went out to save him. Jessica Drew tried to stop him and argued that Ock has done nothing but tried to ruin their lives and he deserved to die. Peter disagrees.
--> '''Peter:''' We '''help''' everyone!
* SmallStepsHero: During ''Ultimatum'', after New York is decimated by a tidal wave, almost every remaining hero runs off to save the world from Magneto and Dr. Doom. Spider-Man stays in New York to save '''people''', diving into the water to search for survivors. It nearly gets him killed, due to a combination of Nightmare and Hulk.
* SociallyAwkwardHero: Much like his predecessor, Peter was this in the Ultimate Universe. Unlike his predecessor, this Peter Parker did not become less socially awkward progressively due to character development instead of becoming more mainstream.
* StealthExpert: Tailed Nick Fury without being noticed for an hour sans costume, ''after'' getting beaten up by Venom. Nick was impressed... and scared.
* StrongFamilyResemblance: To his father Richard Parker [[spoiler: to the point an aged clone of him was able to pass as Richard.]]
* SuperpoweredEvilSide: The two times Peter wore the Venom Suit it functioned as this. The first time it slowly inflicted UnstoppableRage; and HorrorHunger on him, and the second time it outright pulled a DemonicPossession until being removed by the Ultimates.
* SuperpowerLottery
** AllWebbedUp: Spider webs make a return, of course, though he doesn't get to be quite as creative with them as the 616 version.
** HealingFactor: He recovers from injuries faster than normal, though it's not anywhere near Wolverine-levels.
** SuperToughness: 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.
** SpiderSense: 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.
** SuperReflexes: He can dodge bullets with the help of his SpiderSense.
** SuperSpeed: He can outrun cars when he gets going.
** SuperStrength: Though he is smaller and weaker than his 616 counterpart, with most estimates putting him as only half as strong.
** RequiredSecondaryPowers: Superhuman Agility and Dexterity.
** WallCrawl: He can cling to any surface.
* TheSymbiote: 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.
* TeenGenius: He's 15 and one of the smartest people in the Ultimate Universe. It's one of the reasons Nick Fury wants to recruit him, considering the alternate possibility of what could happen if he turned his genius to evil.
* TookALevelInJerkass: When he confronts [[spoiler:Miles Morales his reaction is the exact opposite of 616 Peter's: instead of acknowledging Miles as a worthy successor, he screams that Miles should have never become Spider-Man, beats him up, and takes his old web shooters back]]. This confrontation leads to an arc that [[spoiler:takes inspiration from the original ''WesternAnimation/TheCloneSaga'', with the two of them clashing over who is the real Spider-Man and whether Peter is a clone while the Green Goblin tries to kill them both. It's ultimately subverted, as he just wanted the webshooters back because they were his dad's, and he later gives Miles his blessings.]]
* TranquilFury: 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.
* TricksterArchetype: Especially with the Kingpin.
* TrueCompanions: By the time of ''[[TonightSomeoneDies The Death of Spider-Man]]'', Peter has built up a small circle of [[SecretKeeper Secret Keepers]] and fellow teen heroes that qualify as this.
* UnexplainedRecovery: [[spoiler:Absolutely no explanation is given for his sudden resurrection, although Miles, GenreSavvy as he is, dials "[[CloningBlues 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.]]
%%* UnluckyEverydude
* UnpopularPopularCharacter
** InUniverse example. Spider-Man is almost consistently feared and distrusted by the masses. [[spoiler:Before ''ComicBook/{{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.
* VindicatedByHistory: Zig-zagged InUniverse, but Spider-Man is eventually consistently well-liked [[spoiler:after his death.]]
* WalkingTheEarth: This is what he says he's going to do [[spoiler:to Aunt May and Gwen, but he and MJ more or less elope together.]]
* WouldHitAGirl: Being a girl villain does not mean he will not beat you up and leave you hanging from a streetlight for the cops.
* YiddishAsASecondLanguage: Here moreso than other versions.
* YouAreFat: Utilizes a whole slew of these against Wilson Fisk in their second encounter. He even had a notebook with them all written out, ready to go.
* YouFightLikeACow: The master of this trope.

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

* AdaptationalAttractiveness: Much younger and better looking than his mainstream counterpart.
* ChalkOutline: The police made one at the place where he died, inside the house.
* CoolUncle: Stepped in when Peter was being openly bullied by Flash and got him to stop.
* DeathByOriginStory: As in the original, he is killed by a petty thief that Parker could have stopped but didn't, so that he learns that "with great power ComesGreatResponsibility".
* DoomedByCanon: In the mainstream universe, Uncle Ben was killed in the very first issue. Here, he lasted a while longer, but not much more than that.
* HippieParents: It was how he met May, when he was living at a commune. He's moved on since then.
* ILetGwenStacyDie: Peter feels he could've prevented Ben's death, which has a ring of truth to it this time around.
* IWasQuiteTheLooker: We see a younger-looking Ben in one issue. He was ''ripped''.
* KilledOffForReal: [[DeathByOriginStory Naturally]].
* ParentalSubstitute: He was like a father to Peter.
* ProperlyParanoid: He told his brother Trask couldn't be trusted. He was right.
* RedOniBlueOni: The blue oni to May's red, when they're lecturing Peter.
* SailorsPonytail: He wears one of those.
* ShipperOnDeck: Definitely could tell there was something going on with Peter and MJ.
* WithGreatPowerComesGreatResponsibility: Told Peter this, though this time around the phrase originated with Peter's dad.

[[folder:May Parker]]
!!May Parker


* AdaptationalAttractiveness: While her appearance varies DependingOnTheArtist, 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.
* AmazinglyEmbarrassingParents: 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.
* BewareTheNiceOnes: 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".
* CoolOldLady
* DidYouJustPunchOutCthulhu: She completely tore a strip off of J. Jonah Jameson for firing Peter. Oh, and she [[spoiler:shot [[PsychoElectro Electro]] in the spine!]]
* FanOfTheUnderdog: At first, she's violently against Spider-Man, decrying him as a coward (right to Peter's face, no less). This changes once she finds out the truth.
** [[spoiler:Surprisingly, she is rather supportive of Miles and outright approves of him being Spider-Man. She even let him have Peter's webshooters.]]
* GrannyClassic: She has the looks (originally), but unlike her mainstream counterpart is tech savvy.
* HippieParents: She was a hippie back in the day. Not so evident now. 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.
* LockedOutOfTheLoop: Doesn't learn Peter's being Spider-Man until issue one hundred.
* MamaBear / NeverMessWithGranny: Many examples.
** She busted a cap in [[PsychoElectro 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.
* MomentKiller: She takes it upon herself to prevent Peter and MJ doing ''anything'' under her roof.
* ParentalSubstitute: For Peter, and later Gwen Stacy, [[ComicBook/FantasticFour Johnny Storm]], and [[ComicBook/XMen Bobby Drake]] as well.
* ProgressivelyPrettier: Under Mark Bagley's pencil she was a pretty generic 50 something old lady. As the series went on she got less wrinkles and more curvy. Then, when Stuart Immonen took over she looked like a twenty year old with white hair. Once David Lafuente became the penciler she went back to looking 50.
* RetGone: She dies in ''Ultimate End'' #5, and is erased from existence alongside the rest of Earth-1610. She's later restored along with the universe.
* ShipperOnDeck: Approves of Peter and MJ being together, but she still doesn't approve of them having hanky-panky.
* TotallyRadical: No hanky panky under her watch!

[[folder:Mary Jane Watson]]
!!Mary Jane Watson[=/=][[spoiler:Demogoblin]]

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


* AbusiveParents: In accordance with her mainstream counterpart, but a different type of abuse.
* AdaptedOut: 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 StepfordSmiler tendencies have all been removed.
* AndNowForSomeoneCompletelyDifferent: Mainly in tastes in men. She went from Dorky social outcast like Peter Parker to TallDarkAndHandsome GQ'esque model pretty boy.
* BadassBookworm: She's almost as much of a grade stickler as Peter and she [[spoiler:drove a truck into the Green Goblin]]. 'Nuff said.
* BettyAndVeronica: The Betty to Kitty's Veronica, and again to Gwen's Veronica.
* BigBraToFill: Averted unlike the 616 version. She is not as curvaceous as her 616 counterpart or most comic book damsels would be for that matter. Of course, she is still just a teenager.
* BlondeBrunetteRedhead: She is the redhead to Kitty's brunette and Gwen's blonde.
* BreakTheCutie: Arguably the whole series is an exercise in breaking her as much as possible.
* BuffySpeak: Just as prone as Peter.
-->'''Mary Jane:''' And thus ends the [[ShapedLikeItself tyrannical tyranny]] that was my life.
* CarFu: To reiterate: She drove a truck into the Green Goblin.
* ClingyJealousGirl: Mary Jane has problems with this 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.
* CompositeCharacter: She has shades of both mainstream Mary Jane and Gwen Stacy's personalities. Norman Osborn even [[ILetGwenStacyDie threw her over a bridge]] at one point, but unlike mainstream Gwen, she was saved because Ultimate Peter had the wherewithal to dive after her when she was thrown and then web her.
* CoolBigSister: Acts as a non-familial one to Miles. She willingly gives him advice on what to do with having a girlfriend and being a super hero which contrasts the advice given by 616 Peter Parker. She also comes to the aid of Miles when he is in danger and seeks him out whenever she can.
* DamselInDistress: Being the girlfriend of a superhero, this happens a lot.
* DeadpanSnarker: She often is this together with Peter. Or towards him.
* DependingOnTheArtist: Multiple artist fluctuate with her design.
** Bagley gives her the tomboyish side-tails with classic red hair and green eyes. However, her design looks to similar to Gwen Stacy in except that Gwen is just a blonde haired and amber eyed Mary Jane.
** Immonen does away with the side-tails and makes her hair more of a brownish red.
** Lafluente varies from Vol.1 and Vol.2 In volume 1(he drew Annual #3), his design is more anime-esque with more prominent green eyes. Also, Mary Jane wears more jewelry and designer clothes. In Volume 2, Mary Jane dons glasses for most of the volume and wears buttoned up shirts and blouses. She also has shorter hair
** Pitchelli varies in volume 2 and 3. She keeps with Lafluente's design in Volume 2. Volume 3, she takes on a more Gothic design all though this has plot significance.
** Samnee 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.
* TheDeterminator: So, she's had to deal with an abusive father, tossed off a bridge, [[spoiler:abducted by an evil clone of her boyfriend]], [[spoiler:transformed into a giant hairy death beast]], had her heart broken on multiple occasions, and had to [[spoiler:watch her boyfriend be murdered by the Green Goblin]]. And she's still going
* EmoTeen: [[spoiler:Becomes this after Peter died.]]
* FieryRedhead: Subverted, being much more calm and collected than the mainstream version.
* FirstLove: Unlike the 616 version, Mary Jane was Peter's first girlfriend and while they have their share of troubles,they are the main couple for the majority of Volume 1 and 2.
* GreenEyedRedhead: Well, [[CaptainObvious duh]].
* IntrepidReporter: Becomes the teenage equivalent when she joins the school news team later on the series.
* KeepTheHomeFiresBurning: A teenaged version of this and a thorough deconstruction. Being left at home knowing that her boyfriend is fighting for his life on a constant basis is a source of major grief for her and the source of her and Peter's breakups. Eventually the worst happens and [[spoiler:Peter dies.]]
* MasterOfTheMixedMessage: Although she never makes Peter question her love for him she does confuse the crap out of him quite often.
-->'''Peter:''' What did I do? I'll tell you what I did, I fell in love with a crazy person. Crazy knocked on the door to my life and I answered it.
* {{Meganekko}}: At times.
* MsFanservice: To the extent they can get away with, since she's still a teenager in this continuity. But it's definitely there.
* MuggleBestFriend: Even moreso than mainstream MJ due to practically being Peter's only friend for the majority of the series.
* OfficialCouple: Every time her and Peter breakup it does not last long. [[spoiler:After he's resurrected by the OZ, they run away together.]]
* PluckyGirl: Very optimistic despite getting so much crap thrown at her most people would have gone nuts by now in her situation.
* RageBreakingPoint: When Flash makes a derogatory comment following Gwen's death, MJ is the one who snaps and beats the crap out of him.
* TheRevealPromptsRomance: Subverted. Peter and Mary were well on their way to being a couple before Peter became Spider-Man. However, when Peter started fighting crime, she was becoming annoyed with him as he missed their scheduled dates to which she took as Peter spazzing out and stating that he was not interested. He revealed his secret identity to her relatively early in his superhero career and even under that circumstance, she was under the pretense that he invited her over to finally ask her out.
** She does however believe that Peter revealing his identity to her meant that they were bound for life. Revealing your super identity to someone is as good as a marriage proposal and should be taken seriously.
--> '''Mary Jane:''' Make sure that this is the real deal and not puppy love or some regular old teenage dating thing. This is a big secret for [Miles] that you can't take back. This is-- You might as well be asking her to marry you. Not joking. The minute [Peter] told me , it was like we were bonded for life. Like we were married.
* SecondLove: After months to a year mourning after Peter Parker's death, MJ seemingly finds a new boyfriend when she arrives to Peter Parker's 2 year commemoration celebrating his life and mourning his death. [[spoiler:She hooks back up with Peter after Osborn is dealt with and they run away together.]]
* SecretKeeper: Peter tells her that she is Spider-Man early in the series.
* SignificantGreenEyedRedhead: A given.
* SheCleansUpNicely: 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 [[EldritchAbomination Nightmare's]], but it was disguised as MJ.
* SuperPoweredEvilSide: After being pumped full of OZ by one of the Spider-Man clones, she turns into the Ultimate equivalent of the Demogoblin. She was apparently cured... but whether she was or not [[AbortedArc was never addressed]].
* TrueLoveIsExceptional: Her relationship with Peter had its ups and downs, but they were meant to be together right from the start.
* WomenAreWiser: Oh so much. Peter would fall apart without her.

[[folder:Gwen Stacy]]
!!Gwen Stacy[=/=]]

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


* AbusiveParents: 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."
* AxesAtSchool: Brings a knife to school in her debut.
* BackFromTheDead: When SHIELD clones Carnage, it manifests a human form that is a complete duplicate of Gwen - memories and all.
* BettyAndVeronica: The Veronica to MJ's Betty.
* BrokenBird: A whole mess of issues, even before her father's killed.
* BullyHunter: Pulls a knife on Kong in her first week at a new school after she saw him picking on Peter.
* BroughtDownToNormal: Is stripped of her symbiote by Venom. She's perfectly okay with that.
* ClingyJealousGirl: 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.
* CompositeCharacter: Of the comics version of Gwen Stacy and Cletus Kasady, being the first host of Carnage.
* CoolBigSister: To Peter, until she starts dating Peter herself.
** Is now one to Miles.
* DependingOnTheArtist: A lot of female characters have this trope applied to them apparently. Gwen Stacy, however, changes from eye color to overall tom-boyishness.
** Bagley's Gwen Stacy 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.
* DroppedABridgeOnHim: Gets killed by Carnage right when she was going through some great character development.
** BackFromTheDead: 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.
* GeekyTurnOn: 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 TheBigDamnKiss for his trouble.
* GetAHoldOfYourselfMan: Gwen was not exactly pleased when Miles refused to suit up to handle the superhero battle.
--> '''Gwen (after slapping him):''' [[spoiler:Peter Parker]] died! My father died [[spoiler:just like your mother did!]] And you don't know what to do? You get up. You '''get''' up!
* HappilyAdopted: She adores living with Aunt May. It helps that May is more of a mother than her actual mother ever was.
* HatesEveryoneEqually: Not much of a social butterfly. At all.
-->'''Gwen:''' And I don't like people.
* InformedAttribute: 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.
* ItsAllAboutMe: 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.
* LovecraftianSuperpower: As Carnage she could project tentacles and spikes to attack.
* MythologyGag: 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.
* NewTransferStudent: Transfers in a few issues in.
* OddCouple: She's currently dating Ganke, whom she is biologically at least three years older than.
** Sort of. It might have been just her thanking him for the gift and the two are not actually dating as Ganke does not actually act like she is his girlfriend.
* ParentalAbandonment: Her 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.
* RetGone: She dies in ''Ultimate End'' #5, and is erased from existence alongside the rest of Earth-1610. She's later restored along with the universe.
* SecondLove: She deals with the awkwardness of being this when Mary is not only alive but still in love with Peter. It is an inversion of the 616 Universe, but in the end, they just were never meant to be.
* ShipperOnDeck: Totally ships Mary-Jane/Peter. [[spoiler: Even while she was dating Peter herself, she acknowledged he was meant to be with MJ.]]
* SirSwearsALot: She cusses quite frequently. When her mother is brought up, she cusses even more.
* SugarAndIcePersonality: 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.
* TheTease: Eddie Brock calls her one when she refuses to put out on their first date. But then, Eddie Brock is an asshole.
* TemporaryLoveInterest: 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 and 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 mess with her.
* WhatTheHellHero: She loves dishing these out in spades.
* YouKilledMyFather: 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.

[[folder: Richard and Mary Parker]]
!!Richard and Mary Parker

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


* ComicBookDeath: The Clone Saga makes it look like Richard survived, but was unable contact his son all those years. [[spoiler:Then it turns out that nope, it's just a clone.]]
* ContinuitySnarl: How they died. Either they died in a highly suspicious plane crash, or they were the first ever Hulk victims.
* HappilyMarried: By all accounts.
* HorribleJudgeOfCharacter: Richard trusted Trask Industries, and got completely screwed over for it.
* HotScientist: Both of them.
* ItRunsInTheFamily: 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.
* MythologyGag: When drawn by Mark Bagley, Richard looks like mainstream-Peter Parker did when drawn by John Romita senior.
* PosthumousCharacter: Died several years before the series began, in a ''very'' suspicious plane-crash. Or by Hulk-attack.
* UnPerson: 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, [[NonIndicativeName Volume 2]]''. Although characters from Volume 1 and 2 still appear regularly and still have an influence in Volume 3.

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

[[folder:Miles Morales / Spider-Man II]]
!!ComicBook/MilesMorales [=/=] 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 ComicBook/MilesMorales page for more

[[folder:Ganke Lee]]

Miles' best friend. A self-confessed {{Lego}} geek and like Miles, a borderline ChildProdigy.
* AerithAndBob: Asian or not, "Ganke" is just a plain weird name. It's to the point where all the first hits on Google return pages about this character.
* AscendedFanboy: Averted, as with Miles. Neither of them seem to be more than passingly familiar with Spider-Man. However, Ganke gets into it quick enough, and thoroughly researches his history to get some context about Miles' own powers.
* AsianAndNerdy: He's of Korean descent and obsessed with LEGO and comics.
* BigFun: Is ''much'' more laid-back than Miles, and seemingly more outgoing. It's implied that he can be a bit of a shut-in, though.
* ChekhovsSkill: While it isn't made explicit, LEGO and building blocks are actually typically owned by chemists [[note]]many chemists and biologists will tell you that LEGO expertise can be helpful for any prospective chemists. Being able to visualize and construct complex structures is a very important part of designing chemical reactions. Almost all chemistry students require molecular model sets, which are essentially LEGO but with rods and balls instead of bricks, to practice with.[[/note]] Miles apparently has no head for chemistry, and tasks Ganke with reverse engineering Peter's spider-web formula.
* ChildProdigy: Possibly more so than Miles, who had to get into his (highly competitive) charter-school on a lottery rather than on merit like Ganke. Miles says at one point that he needs Ganke for his brain.
* DareToBeBadass: Ganke was rather enthusiastic when Miles gained his powers and pushed him to be a superhero when Miles didn't want to.
* FatBestFriend: Almost exactly a Type A as described on the trope page (gregarious and laid-back).
%%* FunTShirt
* GenreBlind: Ganke is a pretty bad liar, shown with how he (and Miles) constantly tell terribly obvious lies to their roommate Judge in regards to Miles' constant disappearances, causing him to have a falling out with them. He's also a little too boisterous and enthusiastic about Miles' hero life, causing him to openly (and sometimes a bit too loudly) talk about Miles' exploits in public, despite Miles constantly pleading for him to not do that or at least keep his voice down.
** In Miles Morales: Spider-man novel, Ganke repeatedly gets Miles to relish his superpowers and show off with them by getting him involved in a dunk contest for money with some streetball players and coercing Miles to join a dance competition. The latter ended in violence.
** He breaks taboo and tells others that Miles is Spider-man or he knows who Spider-man is.
* GenreSavvy: Very much so, compared to Miles. Instead of letting Miles learn haphazard while on patrol, he buys some readily available live footage of Peter as Spider-Man to crib off of. He also makes the rather gloomy call that Miles needs to get better than the original fast. If all Peter's experience couldn't keep him alive, what could Miles hope to do?
** It pays off when Miles has to face Norman Osborn, [[spoiler: the man who killed Peter Parker.]] Due to Ganke's prodding, Miles has an idea of what to expect when fighting him and ends up ''[[CurbStompBattle curb-stomping him]]'' while delivering a cathartic ShutUpHannibal speech.
* HormoneAddledTeenager: Made more apparent after the TimeSkip. He expressed interest before it, but nowadays, if he is not discussing LEGO or Spider-Man related stuff, he is talking about attractive women and how to get with them. He eventually ''does'' get with Gwen Stacy.
** However, it does come of as HaveIMentionedIAmHeterosexualToday? Considering Miles Mother and Girlfriend thought he was gay and he does show signs of being jealous of Katie.
** Bites him in the ass as he chases down a girl who just happens to be a fan of Miles and is using him to get closer to Miles.
* ItIsPronouncedTroPAY: It is prounced Gain-Key.
* KitschCollection: He collects LEGO sets. He even waited in line to collect a limited edition Triskelion Captain America being inaugurated as President. He was extremely bummed when it sold out.
* LikesOlderWomen: He thinks Spider-Woman is sexy and was kissed on the lips by Gwen Stacy, both of whom are biologically at least three years older than him.
* MistakenForGay: Just like Miles, everyone assumes he's gay, although he's dating Danika Hart. He constantly talks about other women.
* MuggleBestFriend: The first person Miles tells about his newly gained Spider powers.
** Wants to be a superhero and vicariously tries to live through Miles.
* MyParentsAreDead: Ganke offhandedly mentions that his dad died as a way to reassure Miles that he will have his back just as Miles did when his parent died.
** Retconned in the transition to the 616 Universe. His parents are just divorced.
* OnlySaneMan: Points out that while the world is going to hell in a handbasket, Spider-Man killing the Prowler should not be headline news.
* ParentalIssues: His parents are divorced in Miles Morales: Spider-man. So this causes numerous problems for him.
** His parents are very awkward around each other so when they do have dinner together or his mother alone, it creates a weird atmosphere so Ganke routinely skips out and eats with the Morales family.
** When tasked with an assignment that involves finding out the meaning of his name, he is afraid to ask his parents because he is too afraid that it would cause animosity in one of them.
* ProudToBeAGeek: After Ganke's nerd rage over a LEGO collection chases Katie Bishop away, he and Miles have a discussion about being too geeky. Miles states that girls rather not deal with a boy who is too nerdy. Ganke is not too convinced.
--> '''Ganke:''' The right girl will.
** He's eventually right, as he ends up getting a kiss from Gwen Stacy.
* TheSmartGuy: Miles goes to Ganke specifically for his brain. With few clues to go on, Ganke does some impressive cross-referencing, unearthing some obscure news articles linking genetically enhanced spiders to Spidey's own origin.
* WhatTheHellHero: Tears Miles apart for not doing anything when Cloak and Dagger fought Bombshell.

[[folder:Jefferson 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.
* BadassNormal: 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 [[spoiler: the eventual Kingpin, Wilson Fisk.]]
* BewareTheNiceOnes: He's a nice guy, but his past as a former criminal gave him the skills to handle himself in a fight if he has to.
* DarkAndTroubledPast: He's had one, implied to be some kind of super-criminal. [[spoiler: It turns out he was a member of [[QuirkyMinibossSquad 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.
* GoodParents: May be stern sometimes, but has shown to legitimately love his kid and do anything for him. [[spoiler:Until he learns Miles is Spider-Man.]]
* GrumpyOldMan: Not that old, but he sure acts like it. Especially noticeable is that he is constantly complaining about whatever may be going on at the time.
* HiddenDepths: The fact that Rio saw these is why they got married. [[spoiler:It takes a dark turn in the 17th and 18th issues--this hapless, grumpy man instinctively guns down several rebel soldiers in cold blood, after one of them kills a cop in front of him.]]
* JerkWithAHeartOfGold: Implied to be the reason why Rio married him.
* MyGodWhatHaveIDone: [[spoiler:Never vocalized, but you can see his expression of regret when he hit Miles.]]
* NiceGuy: Is apparently a very gentle person, opinions and attitude aside, and put aside his criminal past long before he married Rio.
* NobleBigot: He believes mutants and other empowered humans are destructive, dangerous, and need to go. Since this is the ComicBook/UltimateMarvel universe, [[CrapsackWorld his argument has more weight than in most books]]. It is this attitude that discourages Miles from confiding in his father.
** [[spoiler: Miles unmasked himself to reveal his identity and Jefferson was pissed (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.]]
* NoCelebritiesWereHarmed: He looks like Mos Def.
* PapaWolf: To his detriment--he picks a fight with the army when they refused to let him into the area he lived in (due to an attack-scare), and that got him arrested (in war-time, to boot). [[spoiler:Taken UpToEleven when Hydra rescues them; when one of the Hydra men guns down a policeman in cold blood, Jefferson goes into a fit of anxiety over how his family and home are being threatened and instinctively grabs a rifle and guns down all the Hydra soldiers around.]]
* ParentalAbandonment: Has disappeared after [[spoiler:Miles revealed his identity to him and doesn't reappear for months.]]
* QuirkyMinibossSquad: [[spoiler: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 [[WhipItGood skills with a whip]]) or [[DumbMuscle size on his side]] (like Ox)... he's just really good in a fight.]]
* ReverseMole: [[spoiler: Nick Fury had him act as an undercover agent of SHIELD to infiltrate the Kingpin's organization 25 years ago.]]
* ThatManIsDead: He changed his last name to his wife's instead of the other way around, which is very rare in the US. Given his attitude towards his background, it was likely an effort to separate himself from his past. He might of also not wanted to continue sharing a name with Confederate president [[NamesTheSame Jefferson Davis]].
* YoungerThanTheyLook: His face is rather worn, and with certain artists may appear almost wrinkled. But he otherwise looks like a fit young man.
** He is implied to be in his early 40's. [[spoiler: If the "Newark, 25 Years Ago" is any indication, he was a young man in the late 1980's/early 1990's.]]

[[folder:Rio Morales]]
!!Rio Morales

Miles' mother, who married Jefferson after he had put his criminal past to rest. Like Jefferson, she is proud of and caring to Miles, always willing to listen to his problems. She is more open-minded than her husband, and finds heroes like that new Spider-Man to be very cool.
* BackFromTheDead: [[spoiler:At the end of ''ComicBook/SecretWars2015''[='=]s ''Ultimate End'', Miles wakes up in the ComicBook/AllNewAllDifferentMarvel Universe and finds his mother waiting for him, telling him to wake up. He tearfully hugs her tightly.]]
* ComicBookDeath: [[spoiler:She gets shot dead by accident during Miles' fight with the second Venom. Eventually, Molecule Man brought her back from the dead as a favour to Miles.]]
* GenreSavvy: When she finds her husband at home frozen in shock with a gun in his lap, she doesn't jump to conclusions or make any obvious accusations. The questions she does ask are chillingly pointed and almost knowing. [[spoiler:Granted, she was wrong about him starting a fight or joining his Hydra rescuers, but she was right in knowing something very violent happened.]]
* GoodParents: Always supported Miles and did everything she could to make her boy happy.
* HelloNurse: Happened to be a nurse, and is very good-looking.
* MamaBear: Rio busting caps into a 15 feet tall Venom to save her son. This becomes a HeroicSacrifice, but she gets better.
* OpenMindedParent: Unlike her husband, she likes the idea of superheroes and thinks they're pretty awesome in and of themselves.
* TooGoodForThisSinfulEarth: She had no negative qualities. All she did was be a loving mother to her son and understanding and loving wife.

[[folder:Katie Bishop]]
Throughout the series, usually when Miles and Ganke are talking during class or school, there has been a girl who has been eyeing Miles. Somehow didn't know Miles was Spider-Man despite being in hearing range whenever he and Ganke talked about it. After the TimeSkip, she and Miles are dating. And she hasn't learnt he's Spider-Man.
* AdaptationalVillainy: [[spoiler: Her mainstream counterpart isn't a member of HYDRA.]]
* AdaptationalWimp: Katie's mainstream counterpart is officially codenamed ComicBook/{{Hawkeye}}, is an expert archer (who has surpassed Clint Barton himself), leader of the ComicBook/YoungAvengers and a member of the actual Avengers. This version is just a teenage girl as far as we know.
* DatingWhatDaddyHates: [[spoiler:Her parents are members of Hydra and they don't take it well when they find 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.]]
* DelinquentHair: She has a pink strip in her hair and it has been shown that she might constantly dye her hair different colors.
* DependingOnTheArtist: Her design 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.
* EvilAllAlong: ''Miles Morales: Ultimate Spider-Man'' #7 reveals [[spoiler: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. [[spoiler: 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. [[spoiler: 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.]]
* KubrickStare: Delivers a very menacing look on the cover of ''Miles Morales: Ultimate Spider-Man'' #7.
* LongingLook: Everytime that she appeared prior to making her official debut, she is seen in the background looking at Miles
* LoveTriangle: When she finds out that Miles and Ganke are not talking, she believes that it was over her. For clarification, she believes Ganke has a crush on Miles.
* MakeOutKids: With Miles. Although she is a bit more reserved and less open about it than Miles.
--> '''Miles:''' I'd kiss you right now.
--> '''Kate:''' We've already been warned.
--> '''Miles:''' That's why I'm not.
--> '''Kate:''' Five times and Ganke is here.
* MeaningfulBackgroundEvent: At first glance, she's just a random extra. But her very detailed character design has kept cropping up, seemingly stalking Miles and Ganke. In what seems to be a gag referencing/foreshadowing this, the issue that promises to introduce [[NeverTrustATrailer Miles' new love interest]][[note]]according to issue 19's solicitation[[/note]] has only one female character anywhere near Miles' age--this girl, once again in the background.
* MythologyGag: Mary Jane Watson in the mainstream universe was introduced through cameo appearances as well.
* OutOfFocus: Holy shit, yes. She was seen in issue #12, but that was just a cameo. Then she was somewhat more formally introduced in Issue #19 with a panel deliberately pointing her out. Come issue #23, which was after a time skip, she finally speaks and is now Miles' girlfriend. You'd think knowing who the 616 version of the character is she'd be more prominent after it her name was revealed? Nope. After this, she was only discussed about with two other characters(Jefferson and Ganke) and she, as of Cataclysm: Ultimate Spider-Man #3, has only appeared twice and in one of those appearances, she wasn't even speaking. It has gotten to the point that people still think Miles is either gay with Ganke or in a relationship with Jessica Drew, Bombshell, or Gwen Stacy, ignoring that all three of those characters are 2-3 years older than him.
** Rectified in the relaunch as she is a more prominent character now.
* RetGone: [[spoiler:Almost certainly her fate, as a result of Secret Wars. Any character that has a 616 counterpart (hers is the female [[ComicBook/KateBishop Hawkeye]]) probably failed to carry over.]]
* TheRevealPromptsRomance: 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. [[spoiler: 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 [[AvertedTrope averted in #12.]] After being captured by her parents and tortured by [[spoiler: Victor Van Damme,]] Miles promptly breaks up with her once he's finished trashing HYDRA.
* UnwittingMuggleFriend: Has no idea Miles is Spider-Man and just notices that Miles is constantly depressed about something or is constantly thinking about something. She knows Miles is hiding something from her, and tries to be as supportive as possible. [[spoiler:When she does learn about it, it completely ends the relationship.]]

[[folder: The New Ultimates]]
!!The New Ultimates
Jessica Drew, a.k.a. Spider-Woman, noticed a ton of illegal genetic research activity going in Roxxon, so she decided to investigate them. However, she could not do it alone, having tried it before and gotten caught and nearly got her vivisected by the scientists. Also, she could not enlist the help of the Ultimates since SHIELD had contracts with them. So she decided to reach out to Miles Morales while he was still in mourning from his KIA mother. It took some time, but he eventually signed on. They go and investigate their first leads and results of Roxxon experimentation and come 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.

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

!Daily Bugle

[[folder:J. Jonah Jameson]]
Editor at the Daily Bugle. Just like his 616 counterpart, he starts out as antagonistic against Peter Parker. Unlike his 616 counterpart, his reasons are a bit more sympathetic and he eventually turns the other cheek and becomes one of the most fervent supporters of Spider-Man, which extends to Miles as well.

* AdaptationalNiceGuy: He's a ''lot'' nicer than his 616 counterpart, almost to the point of AdaptationalHeroism.
* TheAlcoholic: What he was before the series started, due to the death of his son.
* TheAtoner: After Ultimatum, he feels that he wronged Spider-Man. He feels even worse when he finds out that Spider-Man is Peter Parker. Upon realizing that, he wanted to do anything in his power to help Peter to the point of even offering to pay Peter's way through college.
** Then Peter died. Now he feels that he must do anything to protect Spider-man's legacy including Miles Morales.
* BadBoss: Averted. He is fairly reasonable with Peter, until he is at his worst (supporting a political campaign knowing that said political campaign had criminal ties simply because it would screw over Spider-Man), but he seems to want to protect his employees, unless said employees violate his trust or act unprofessionally.
* BenevolentBoss: On top of a desire to protect his employees, he offered to fund Pete's college tuition.
* CharacterDevelopment: It says something that in a universe where almost everyone is a Jerkass to Spider-Man, Jameson is often the most decent person to him.
** To differentiate him from his 616 counterpart, when Jameson found out about Peter's identity in 616, he fired him publicly through the newspaper, 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 [[spoiler:even though he doesn't know who the new Spider-Man is, he's still willing to defend them because they're following Peter Parker's example. He refuses to pay out to learn Spider-Man's identity, and states to the reporter offering it that he'll be able to sleep at night. When 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]].
* DaEditor: He is the Editor of the Daily Bugle website.
* DrowningMySorrows: He resorted to this when his son died in an astronautic accident.
* DyingMomentOfAwesome: [[spoiler: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.]]
* GeorgeJetsonJobSecurity: Averted. When he tried to fire Peter Parker for standing up to him, Aunt May called him out for this. Ever since, Peter's job has been rather secure and only lost it after the Ultimatum Wave in which the Bugle was restructuring and had to lay multiple off. Peter eventually got his job back even after Jameson found out that he was Spider-Man.
* FreudianExcuse: The reason for his abrasiveness towards Spider-Man is because his son died in a space accident and was not recognized a hero while a person in a mask gets the accolades for his heroism without any disclosure. He feels that heroes don't wear masks.
** Develops another one towards Spider-Man or any hero. Since witnessing the heroics of Spider-man in the midst of complete catastrophe, he feels 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.
* HeroicBSOD: "Heroic" is stretching it, but during Ultimatum, his reaction to everything involved in that event shakes him completely.
* ItAmusedMe: During Ultimatum, he states that this was one of the reasons he slandered Spider-Man, aside from it selling papers.
* JerkWithAHeartOfGold: It took awhile, but Jameson eventually reaches this.
* JerkassRealization: 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.
* NeverFoundTheBody: He was not allowed to see the corpse of his son after his accident.
* PapaWolf: Very protective of Peter Parker before and after he knew that he was Spider-Man. It extends to [[spoiler:Miles Morales, because he sees the mantle as Peter's legacy and he will do anything to protect it.]]
* ViewersAreMorons: Subscribes to this, whole-heartedly, giving it as his reason for being so unfair towards Spider-Man when Peter asks.

[[folder: Joe "Robbie" Robertson]]

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


[[folder: Ben Urich]]
Esteemed journalist of the Daily Bugle. Known for investigating crime sagas and the like. Utterly determined to bring down the Kingpin, but he's had very little luck on that front.
* CrazyPrepared: 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.
* DyingDeclarationOfLove: 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.
* IntrepidReporter: He is really good at his job and always asks the hard hitting questions.
* MoralityPet: For J. Jonah. He called out his boss when Jonah was willing to deal with the Kingpin just to throw Spider-Man under the bus.
* VampireBitesSuck: Bitten by a vampirised woman who he'd been planning to interview. He was rescued by Michael Morbius.
* YoungerAndHipper: His classic counterpart is a middle-aged man.

[[folder: Betty Brant]]

* AdaptationDyeJob: She has long, black hair, as opposed to her Earth-616 counterpart, who is a brunette.
* AdaptationalJerkass: The mainstream version wouldn't place bets on the fates of her co-workers or do some of the things this Betty has done.
* DemotedToExtra: Not nearly as important here as she is in the mainstream comics.
* {{Jerkass}}: Tries to "out" Jefferson Morales as Spider-Man, even though she knows he has a wife and son. Back during the "Morbuis" arc, she bet that Ben got killed by the Kingpin.
* KilledOffForReal: [[spoiler:The second Venom kills her.]]
* LaserGuidedKarma: Dies just as she was about to "out" Jefferson as Spider-Man.
* OnlyInItForTheMoney: Why she goes after everything about the new Spider-Man.
* {{Paparazzi}}: She has no interest in hard hitting stories, and often did what she could to get herself famous. When she was supposed to do a story with Kraven, she ended up doing a story on Kraven if you catch the meaning and ended up as part of the story which caught the Bugle some reputation points. She was demoted because of this, but kept looking for stories even if they were at the expense of other people.


!Midtown High School Students

[[folder:Kenny "King Kong" [=McFarlane=] ]]
!!Kenny "King Kong" [=McFarlane=]


* {{Acrofatic}}: Enough to body slam [[spoiler:an FBI agent who was about to arrest his girlfriend]].
* TheBigGuy: Of Flash's crew.
* ContinuitySnarl: [[https://en.wikipedia.org/wiki/Kenny_McFarlane#Character.27s_name Bendis wasn't consistent with Kenny's name before settling on "Kenny McFarlane"]].
* TheDragon: To Flash initially, until he realizes who Spider-Man really is.
* {{Fanboy}}: For Spider-Man, from the very beginning.
* FormerFriendOfAlphaBitch: Gender flip. 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.
* HiddenDepths: 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.
* HugeGuyTinyGirl: Is dating Kitty Pride, and while he's not tall, he's bulky.
* JerkJock: 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.
* JerkWithAHeartOfGold: His one negative quality is that he is friends with Flash Thompson.
* OriginalGeneration: Granting his CanonImmigrant status in ''WesternAnimation/TheSpectacularSpiderMan''.
* PutOnTheBus: He disappeared after he and Kitty ran off in defiance of the new anti-mutant stance of the country regarding mutants in schools. Kitty came back right before the Death Of Spider-Man arc began, but Kong was nowhere to be found as Kitty state that he chickened out and moved to Wyoming.
** TheBusCameBack: He returned in Ultimate Spider-Man #200 and somewhat reunited with Kitty.
* SmarterThanYouLook: Was able to theorize that Peter Parker was Spider-Man before anyone else simply by going through facts in his head.
* ToxicFriendInfluence: Kenny is usually nice to Peter when Flash isn't around.

[[folder:Harry Osborn]]
!!Harry Osborn[=/=][[spoiler:The Hobgoblin]]

* AdaptationalSuperpowerChange: [[spoiler:Like his father, this Harry doesn't wear a costume or use a glider and pumpkin bombs, but can transform into a hulking, pyrokinetic monster.]]
* {{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.
* CompositeCharacter: [[spoiler:Instead of replacing Norman as the Green Goblin, this Harry is instead the counterpart of Hobgoblin, who, outside of stealing Norman's tech to get started, isn't related to the Osborns.]]
* DeceasedParentsAreTheBest: 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.
* HulkingOut: He's not got the same handle over it as his dad has.
* KilledOffForReal: By his own father.
* OddFriendship: Peter helps him with his homework; Harry keeps Flash Thomson off his back.
* ParentalNeglect: His mother spent most of her time drunk on scotch, and Norman could barely stand to ''look'' at him.
* PlayingWithFire: As the Hobgoblin his body is WreathedInFlames.
* {{Sssssnaketalk}}: As Hobgoblin, his verbal skills drop dramatically.
* StunnedSilence: All the school fell into it when he revealed that the strange creature that decimated the school was his father.
* SuperpoweredEvilSide: As the Hobgoblin he is superpowered, yes, but not intentionally evil.
* {{Troll}}: Manages to mess with Flash's head when he returns.
* WellDoneSonGuy: All he wanted was his father's approval. Three guesses how that turned out.

[[folder:Fred "Flash" Thompson]]
!!Fred "Flash" Thompson

JerkJock of Midtown and bully of Peter Parker.


* AdaptationNameChange: His mainstream's counterpart's first name is "Eugene".
* AdaptationalJerkass: This Flash lacks many of the original's redeeming qualities.
* TheBully: He was constantly picking on Peter, and unlike most other versions has no redeeming features.
* BullyingADragon: You would forgive him at first, since he 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.
* ButtMonkey: No-one in Peter's circle treats him with an ounce of dignity. Not that he really deserves any.
* DemotedToExtra: Flash's more postive CharacterDevelopment 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 LampshadeHanging in his final appearance [[spoiler: 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.]]
* DirtyCoward: In a crisis, tends to run and scream and hide.
* EstablishingCharacterMoment: First scene: he throws foods to Parker, who was studying, and celebrates with Kong that he made a bullseye.
* FantasticRacism: He hates mutants, and superpowered humans in general. Though really, his treatment of Kitty is exactly the same as his treatment of Peter.
* FreudianExcuse: 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 JerkAss 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]]he was kidnapped by the Wildpack after they mistook him for Spider-Man[[/note]] to the media. You get the impression Flash is afraid of being a LoserSonOfLoserDad.
-->'''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.
* HairTriggerTemper: Especially where Peter is concerned, in one instance threatening him just for ''looking'' at Liz Allen when she's having a moment of drama.
* HateSink: After a while, it seems like every action Flash takes is just designed to make you hate him that little bit more.
* JerkWithAHeartOfJerk: No redeeming features, no depth, nothing. He's just a greedy, cowardly loser.
* JerkJock: As usual. Unlike the mainstream Flash Thompson, he doesn't really care about Spider-Man. He hasn't been seen to grow out of this, either.
* TheOneThatGotAway: Before Gwen Stacey was apparently killed, Flash kept trying to ask Peter Parker if she might have been interested. 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.

[[folder: Jessica Jones]]
A senior at Midtown High who was the editor of the high school newspaper team. She wanted to conduct an investigation on whom was Spider-Man because it was obvious that Spider-Man went to Midtown. This bothered Mary Jane, who 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.

* AdaptationalWimp: 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. So, it is less that she's wimpy and more that this version of her actually gets to be normal and happy, and isn't even old enough to be her superhero counterpart.
* AgeLift: A slight one, but the original Jessica Jones was in the same grade as Peter and thus they were the same age. Here, she's a senior.
* ChuckCunninghamSyndrome: A huge deal was made of the fact that she wanted to find out more about Spider-Man. Then she just vanished.
* DaEditor: For the high school news team.
* SchoolNewspaperNewsHound: She was really enthusiastic at attempting to find out Spider-Man's identity. Even after Ultimatum, she continued to follow the story of Spider-Man. She even left school and watched the battle between Spider-Man and Mysterio.
* SecretSecretKeeper: It is implied that she knew that Peter Parker was Spider-Man or at least she knew that Mary Jane knew who was Spider-Man, as while she was talking about her potential expose 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.

[[folder:Liz Allan]]
!!Liz Allan/ Firestar

* AlphaBitch: Similar to her 616 counterpart in this regard.
* BarbieDollAnatomy: When in her super powered form, the flames obscure her private parts, despite her nudity.
* BoomerangBigot: She hates Mutants with a passion. She freaks out when her powers first activate.
* CompositeCharacter: In the Ultimate Universe, she ends up becoming [[WesternAnimation/SpiderManAndHisAmazingFriends Firestar]], later joining the X-Men.
* DependingOnTheArtist: Her hair-colour and style changed several times through the earlier issues. Sometimes bright red, sometimes blonde, sometimes all the way to platinum blonde.
* DramaQueen: 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.
* FantasticRacism: Is the most openly anti-mutant member of the cast, although this stems from her mutant Uncle Frank who apparently died because of it. "Uncle Frank" was actually the Blob and is really ''her father.''
* FlyingFirepower: Although she is upset that she is called a monster for doing this while Johnny Storm - who does the exact same thing - is celebrated for doing it.
* GiveGeeksAChance: 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.
* HeelFaceRevolvingDoor: It has more to do with circumstance than her changing her moral position. Liz Allen is unavailingly a moral character, but the ending of the original X-Men left her vulnerable to Jean Grey and the Ultimate Runaways, who started out good. However, Jean started Tian which is unapologetically sort of on the wrong side of the mutant problem, but Liz defected from Tian and joined Kitty again.
* MsFanservice: see the image.
** Espcially in the story arc where she gains her super powers. She burns her clothes off by accident and is left [[NakedPeopleTrappedOutside naked for the rest of the story.]]
* {{Mutant}}: It's revealed she has pyrokinetic abilities.
* MythologyGag: In the 616 Continuity, her ''brother'' Mark Allen (Molten Man) is the one who has the [[PlayingWithFire fire-based power set.]]
* PlayingWithFire: Is the Ultimate version of Firestar.
* RelatedInTheAdaptation: Neither Liz or Firestar are the daughter of the Blob.
* TheTease: Was accused of being this by Flash and even broke up with her when she did not "put out."
* TheUglyGuysHotDaughter: In the Ultimate Universe, her father is The Blob. Becomes a plot point in Ultimate X because her brother, Teddy, looks exactly like her father while she looks completely different. She even questions how her mother even slept with the man. Even ''ComicBook/{{Magneto}}'' looks both amazed and appalled when The Blob tells him he has a kid on the way.
* WhiteSheep: Liz Allen does not follow in her father's footsteps at all and even joins the X-Men to fight against him.
* WreathedInFlames: Her mutant abilities give her powers similar to Johnny Storm's.

!Other Super Heroes and Friends

[[folder:Johnny Storm / The Human Torch]]
!!Johnny Storm/ The Human Torch
Johnny Storm is a member of the world famous Fantastic Four. 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.
* AnnoyingYoungerSibling: To Susan Storm, to the point that she had to twist his arm to finish getting his high school diploma.
* BerserkButton: Johnny is really laid back until you piss him off. But one thing that you absolutely must not do is hurt his sister. He inflicted the most severe mark on Reed Richards for his trouble.
* BewareTheNiceOnes: He may seem like a fun nice kid until you piss him off. Reed Richards learned this the hard way and received a scar for his trouble after hurting Sue Storm to the point 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.
* CelebrityIsOverrated: Why he asks Peter to set him up with a normal girl, because celebrity dates only care about being seen with him. He obviously doesn't feel this way about being famous himself, though.
* TheCharmer: Even Aunt May warns him that there is no hank-panky under her roof, having read "stories" about Johnny's previous engagements.
* ChickMagnet: The intended variety. He is a pretty boy and he knows it, although he is more confident and jocular than arrogant and conceited about it. Usually.
* DeadpanSnarker: A trait he shares with Peter, although he's not as good at it as Peter.
* TheDitz: Compared to his family, who are a bunch of geniuses, Johnny seems to want to rebel from the Book Smart tradition of his family.
* FanOfTheUnderdog: He is such an admirer of Peter because he continues to do the right thing for the sake of just doing the right thing. He even learns what it means to be a hero before the Fantastic Four announce themselves and constantly sticks up for Peter Parker as his only best friend.
* TheFightingNarcissist: Truly believes he's one of the world's greatest superheroes, often directly comparing the Fantastic Four to the Beatles.
* FunPersonified: Extremely laid back and an all-around good guy. He is usually the character that makes a snappy remark or just having a good time in general.
* HeroicBSOD: He suffered from the events of Ultimatum, such as his father dying in front of him and being used as a puppet for an Evil Spirit.
* ParentalAbandonment: Momma Storm took over to study ancient civilisations, leaving Johnny and Susan with their dad.
* PutOnTheBus / TheBusCameBack: After Peter's death, Johnny joined Kitty Pryde and Bobby Drake as a semi-part of the mutant resistance. While escorting mutant refugees, he was captured, put in a coma, and sent back to a hospital in New York. Almost a full year after that, Johnny came back and helped the Ultimates fight Reed Richards and had a reunion with all of his best friends.
* SuperpowerLottery
** PlayingWithFire: He is called the Human Torch for a reason.
** FlyingFirepower: He can fly by superheating the air around himself.
** WreathedInFlames: How his fire powers manifest.
* ThoseTwoGuys: With Bobby during their time living at Peter's place.
* VitriolicBestBuds: With Peter Parker and Bobby Drake.
* WhatTheHellHero: During Ultimate X-Men, Johnny, Bobby, and Rogue are trying to stop Stryker from killing hordes of captured mutants. Kitty is the one who disagrees with the action, citing that it is a pointless endeavour, that heroes die just like Peter did, and she tries to use Peter as an example to not help them and to stay alive for themselves. This only serves to piss Johnny off.
-->'''Johnny Storm:''' How do you know so well what he wanted when he died? I mean I remember fighting Osborn that night with him. I remember Bobby being there. But tell me, Kitty, where the hell were you?
* YouNeedToGetLaid: His response to Bobby Drake's CasanovaWannabe tendencies.

[[folder: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.
* AbusiveParents: His parents kicked him out when he turned out to be a Mutant.
* AnIcePerson: He has cryokinetic powers.
* AnIceSuit: His powers manifest by covering his body in a shell of ice.
* BrilliantButLazy: Bobby has a ton of potential. When Bishop came from the future, he was remissed to find an underdeveloped Bobby Drake to be so underwhelming. He suggested that Bobby's power could stop or slow time, but alas, Bobby ignored the man and continued to goof off.
* CasanovaWannabe: He once hit on a girl by putting ice cubes in her drink. Human Torch and Spider-Man discuss the corniness of this.
* DeadpanSnarker: More of a trash talker than deadpan.
* HeterosexualLifePartners: Johnny Storm
* HormoneAddledTeenager: He always has girls on the brain. In fact, most of his interaction and dialogue is about the opposite sex. He constantly whines about how Peter seems to get almost every hot girl and expresses envy on how Johnny is a ChickMagnet. Even in danger or in a middle of a fight, the man cannot get girls off the brain.
* {{Mutant}}: He's a member of the X-Men.
* ParentalAbandonment: His parents ditched him the moment they found out that he was a mutant.
* ThePollyanna: On the way to the reunion with the Parker family commemorating the death of his best friend, Bobby has no worry about feeling awkward or at the very least bad about the party while Liz is a bit concerned.
* SadClown: Has a whole host of insecurities and problems, such as when his powers activated, he froze an entire city block of people.
* ThoseTwoGuys: With Johnny during their time living at Peter's place.
* VitriolicBestBuds: With Peter Parker and Johnny Storm.

[[folder: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.

* AdaptationDyeJob: Here, her long white/plantinum blonde hair is a wig and she has short black hair.
* AntiHero: She's not really into doing good, or anything like that, she just wants to ruin Wilson Fisk and steal his stuff.
* ClassyCatBurglar
* DatingCatwoman: Subverted. She had an interest in Peter, but her interest turned to disgust when she found out how old he was. To clarify, she was 19 and Peter was 15.
* HeelFaceRevolvingDoor: 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.
* TheJinx: She has the power to cause bad luck to her enemies if she so choose. It is highly situation-based as it only effects anything that tries to kill her.
* MsFanservice: The most endowed member of the rotating cast.
* RevengeBeforeReason: She'd do anything to take the Kingpin down. The only reason she didn't kill him was simply because Mysterio got there first.
* YouKilledMyFather: Although Kingpin thinks otherwise.

[[folder:Kitty Pryde / Shadowcat]]
:See [[Characters/UltimateXMen Characters/UltimateXMen]]

[[folder:Jessica Drew / Spider-Woman / Black Widow III]]
!! Jessica Drew[=/=]Spider-Woman[=/=]Black Widow III

A female clone of Peter Parker, Jessica Drew was one of two clones to survive the Clone Saga, and occasionally teams up with her "big brother". She joined SHIELD after the Ultimate Enemy series, and after [[spoiler:Peter's death]] she gave [[LegacyCharacter Miles Morales]] his new costume. She has since assisted Miles during the "Divided We Fall" event, and currently acts as his cynical superhero tutor.
* AdaptationalSuperpowerChange: Mainstream Jessica has different powers from Peter, but as this version is an OppositeSexClone of Peter, she has the same powers as Peter.
* AlmostKiss: 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.
* AmbiguousSituation: It's unclear whether she survived the destruction of the Ultimate Universe alongside the rest of Miles' main supporting cast. A version of her was seen in ''ComicBook/WebWarriors'', but it's left unclear whether she was from Earth-1610 or Earth-61610.
* AngerBornOfWorry: She has a big problem with this for Miles.
* AppropriatedAppellation: 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.
* AttractiveBentGender: Particularly for Johnny Storm, much to Peter's distress.
* BadassGay: Sorry, Johnny... Jess has come out as a lesbian, which isn't all that surprising considering she's the gender-flipped clone of a heterosexual male. This in no way diminishes her ability to kick ass.
* BerserkButton: Wearing a replica of Peter's costume really ''was'' in bad taste, Miles.
* BigBrotherInstinct: The reason she was being a total asshat to Miles was because she was feeling intensely protective towards him and had no clue how to apply that beyond insulting him. She completely ignored her own objectives to try to keep Miles safe, though that usually ended up inhibiting ''his'' battlefield performance.
** She also did not like the fact that Miles willingly joined the Ultimates and enlisted in war because what Miles was involving himself into was far larger in scale than anything either Peter or Jessica have faced. After the battle, she tells Miles that while she wants him to succeed and learn from Peter and her mistakes, she felt that the Civil War was essentially a stupid war in which no one would learn anything from.
** She extends this to Bombshell as well as she deliberately tries to teach her what it means to be a hero.
* ChildSoldier: 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.
* CivvieSpandex: Her Black Widow costume comes with a leather jacket.
* CloningBlues: 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 [[TakingUpTheMantle 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.
* CompositeCharacter: While she's uses the name "Jessica Drew", this version is basically a GenderFlip of Ben Reilly.
* CowboyCop: 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.
* DeadpanSnarker: As expected from a clone of Peter, but realizing that it is a character trait associated with Peter, she seems to not do it as much as him.
* TheDeterminator: She conducted recon on Roxxon for 32 days straight and even when 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.
* DependingOnTheArtist:
** 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 [[MostCommonSuperpower upped a couple of cup sizes]] in ''Scarlet Spiders''.
* DynamicEntry: How she "introduces" herself to Miles.
* FullFrontalAssault: 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.
* GeorgeJetsonJobSecurity: 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.
* GoingCommando: ''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.
* ImportantHaircut: Cuts her hair short when she changes her codename from Spider-Woman to Black Widow.
* ImprobableAge: 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.
* KidHero: She's biologically seventeen, but isn't even two years old according to ''Scarlet Spiders'' #1.
* TheLeader: Jessica Drew formed the Young Ultimates team and has legal authority from SHIELD to command the team how she sees fit. She has the most experience of the group and she seems to like encouraging her teammates, especially when they do well.
* LegacyCharacter: She becomes [[spoiler:the third Black Widow]].
* LipstickLesbian: She revealed that she was gay - [[HasAType 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.
* MostCommonSuperpower: Justified, [[DependingOnTheArtist possibly]] due to [[SheIsAllGrownUp 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 ''ComicBook/SpiderVerse'', but in some other appearances is still flat-chested.
* OppositeSexClone: Of Peter Parker. They're both really weirded out by it.
* PoorCommunicationKills: She is really, really bad about this.
** Her first encounter with Peter ended with her attacking him (though granted, she wasn't in good condition at the time).
** She also attacks Miles before trying figure out who or what he is.
** When she and Miles are dispatched with the rest of the Ultimates to fight in the Civil War, she waits until five minutes before they intercept the Hydra army to tell Hawkeye she wants to do her own thing.
** When she's forced to follow orders and partner with Miles, she spends the entire fight alternately insulting him or throwing him around--her aim seems to be to protect him, but again, she didn't try to persuade Miles to not fight until the fighting actually began.
** When she and Miles have made up, Miles continues to ask her why she's so interested in him and what exactly their connection is; as may be obvious, she defers telling him until she's ready, only saying vaguely that it's nothing bad about him.
** Continues to have these problems as the leader of the Ultimates. She enlists Kitty Pryde as a member of the group without asking if she even wanted to or if she was even interested. Kitty could not deny it because doing so in the situation would take away the gravitas of the new guard stepping up and it was at Captain America's funeral.
** When she is trying to convince Miles to take up the mantle again, she brings up his mother which only serves to piss Miles off.
* RelatedInTheAdaptation: This Jessica is a clone of Peter.
* RoaringRampageOfRevenge: Against Roxxon. She kept tabs on them for a total of two years in comic book time and researched every member of the evil corporation as well as every research project they've done. It should be noted that while Peter Parker was alive, he was suspicious of Roxxon, but never paid much attention to them. Jessica Drew has made it her life's mission to bring them down.
* ScrewTheRulesImDoingWhatsRight: 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.
* ShipTease:
** With Johnny Storm, much to Peter's [[MySisterIsOffLimits disgust and horror]].
** With Kitty Pryde in the finale issue of vol 1, and again in All New Ultimates.
* ShooTheDog: Her hostile behavior towards Miles is her attempt at this.
* SiblingTeam: With the original Spider-Man, and since she's [[OppositeSexClone kinda his twin sister]] it makes them BrotherSisterTeam.
* SuperpowerLottery: Same as Peter's, but with a few differences, namely that [[AllWebbedUp she shoots her webs from her fingertips rather than her wrists]], and they are not mechanical.
* TookALevelInBadass: Has come into her own in Volume 3, being Miles' overseer in SHIELD and leader of the new Ultimates.
* WhatHappenedToTheMouse: 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.
* WhatTheHellHero: Berates Miles on a regular basis.
* WhiteSheep: Her "brothers" were all either deformed, insane, or [[BreadEggsBreadedEggs deformed and insane]].
* YouFightLikeACow: Much like Peter she is a big fan of this. However, as she's trying to escape that association, she tones down the snark and becomes more serious in fights.

[[folder:Lana Baumgartner / Bombshell II]]
!!Lana Baumgartner
Teenaged girl who along with her mother was a super criminal who robbed jewelry stores. After being apprehended twice, Lana was separated from her mother when the court declared her an unfit parent. Lana then became a student at Midtown High where she, unknowingly at the time, came across Spider-Man sans alias. Peter became one of her first few friends, along with Bobby Drake and Johnny Storm.
In Vol. 3, she returns, and her backstory is explained. Her powers come from her mother, who was experimented on by Roxxon in exchange for a commuted prison sentence.
* ActionFashionista: Is always well-dressed and shows that she has a varied amount of outfits.
* AllGirlsWantBadBoys: Subverted. Poey is a drug dealer and is described as dark and troubled. However, she is perfectly aware of the trouble he may cause and even uses it to her advantage when her boyfriend gets caught up with a super gang. She laments that the only reason that they are together is because they are both troubled people.
* TheBigGuy: Dagger and Bombshell fulfill this role in differing ways. Bombshell is clearly the more destructive of the two, but she is reluctant to join in a fight and is much more passive. Dagger is pugnacious and violently aggressive in comparison to Bombshell, but her power is precise and nowhere near as property damaging.
* GoodFeelsGood: She seems really enthusiastic about fighting bad guys.
-->'''Bombshell:''' We should text each other. We should do this again. Let's make a list of people to beat up and then go beat them up.
** The reason she even joined Spider-Woman's team was to do good for once in her life.
* HeelFaceTurn: After getting arrested twice, she was given a third chance to have a normal life. She is unwilling to continue her life of crime and begs Peter to keep her powers a secret from the other students.
** HeroicBSOD: Has an episode after her boyfriend was murdered.
* InsultBackfire: She calls Spider-Woman a cheap Spider-Man knockoff with a B-cup to get her riled up, but it doesn't work.
* TheLadette: Compared to most girls in Peter's life, she seems most comfortable being with the guys as she willingly sat with Peter and guys as if it were no big deal.
* TheMasqueradeWillKillYourDatingLife: As soon as her boyfriend found out about the incident between her and the Cloak and Dagger duo, he immediately broke up with her on the phone after she pleaded with him on the phone to stay at his place. Even Miles and Jessica felt awkward for her.
** One of her ex-boyfriends, Sid, finally gets revealed in the second issue of Cataclysm, where she acted abrasive, 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.
* ReluctantHero: She was reluctant to use her powers because she would have been thrown in prison if she did so after Taskmaster attacked her and the Spiders, she immediately ran away. Eventually she turned around and helped out. As soon as she did, however, she was called by her parole officer about using her powers anyways in spite of it being for a good cause. She is literally not allowed by law to be a super hero.
* SirSwearsALot: Every other word out of her mouth is some swear or another.
** She tones it down after the time skip.
** After being attacked twice, she finally lets loose a swear after Cloak and Dagger try to make amends with her.
* SuperpowerLottery: Has an array of abilities that revolve around explosives.
** StuffBlowingUp: Her power. Problem is that she can't use it without being in physical contact with her mom.
** HandBlasts: Uses the recoil from the blast to achieve some level of Flight
** HavingABlast: Her power is to cause explosions.
** ActionBomb
* VitriolicBestBuds: With Dagger.
* WhiteSheep: Her mother was a convicted felon before Lana was born and got Lana in the business to begin with.
** She has problems with this because prior to a previous criminal history, she is not allowed to use her powers at all. If she does, then she will be thrown in prison.
* WonderTwinPowers: Her and her mom are completely powerless without one another.
** [[spoiler: The reason why they weren't able to use this ability separately was because Lori gained this ability when she was pregnant with Lana.]]
** TookALevelInBadass: No longer needs to be in physical proximity of her mom.
* YouAreBetterThanYouThinkYouAre: 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.


[[folder:Tandy Bowen / Dagger]]
!! Tandy Bowen
A blonde haired girl who attends Midtown High school. Initially, she was more or less a cameo in Vol. 1. The character was only shown indirectly as there was someone running for Midtown High's School Student Council President and won. In vol.2, she finally makes an appearance proper... and turns out to be mutant hating jerk. After Peter's death, she meets a boy named Tyrone Johnson, with whom she immediately hits it off. After 6 months of dating, Tandy and Ty wind up in a car accident on their way to prom. Roxxon then faked their deaths and experimented on them.
* AlphaBitch: 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).
* BattleCouple: With Cloak.
* TheBigGuy: Dagger and Bombshell fulfill this role for the team in differing ways. Bombshell is clearly the more destructive of the two, but she is reluctant to join in a fight and is much more passive. Dagger is pugnacious and violently aggressive in comparison to Bombshell, but her power is precise and nowhere near as property damaging.
* BirdsOfAFeather: Both she and Ty were Student Council Presidents at their schools.
* CombatPragmatist: Not above using foreign objects in a super powered brawl. In two instances, she was willing to use a plank of wood and a fallen enemy's spiked mace. It should be noted that she is a lot more aggressive than Cloak and Bombshell when it comes to fights.
* DeathFakedForYou: Courtesy of Roxxon.
* EatingOptional: Neither Cloak or Dagger have to eat.
* EarlyBirdCameo: Was mentioned way before she formally appeared as running for the School Council President and her name was written on the bathroom stall.
* FantasticRacism: Hates mutants. She got it from her mom.
** YouAreWhatYouHate: More or less. She's not a Mutant proper, but she's as near enough as to make no difference.
* HeroicResolve: During the Ultimatum wave, Tandy, unlike her mother who was in full SocialDarwinist mode, wanted to help people out of the catastrophe without any abilities at the time. 2 years later, when faced with Galactus of all things, Tandy, when asked what to do by her boyfriend, she immediately decides to help out.
* {{Jerkass}}: Her hostility towards Kitty Pryde all has to do with Kitty being a mutant. She even called the anti-mutant task force on her for no apparent reason.
* LightTheWay: Tandy has the power to manifest Daggers of Light that feel like knives once they hit their target, but are non-lethal and disappear upon contact.
** LightEmUp
* LikeAnOldMarriedCouple: With Tyrone. They literally argue with each other about whether they have the right to place someone under arrest during a fight.
** MakeUpOrBreakUp: The constant squabbling eventually leads to Dagger wanting space from Cloak which coincidentally happens after the two consummate the relationship.
* ParentalAbandonment: 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.
* StudentCouncilPresident
* TookALevelInKindness: She is much kinder now that she's a super hero, compared to how she was before.
* VitriolicBestBuds: With Bombshell and Kitty Pryde, the latter because of her FantasticRacism.
* YouCantGoHomeAgain: The source of all her anger towards Roxxon is this. She was taken from her family and life and was presumed dead. She tries to convince herself and Ty that they should accept this, but she is still reconciling with the fact that she was essentially abandoned.

[[folder: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.
* BadPowersGoodPeople: Cloak rarely gets angry and is often the one to tell jokes to lighten the mood. His power, however, is particularly scary. So much so that in the middle of the apparent apocalypse, when asked to teleport injured and children to the hospital, one kid out right refuses while another is seen visibly running away from him. Of course, Tandy coaxed them that it was okay and eventually they allowed themselves to be teleported to safety.
* BadassCape: Marquez's art literally makes his cloak look like it is made out of some smoke.
* BattleCouple: With Tandy.
* BirdsOfAFeather: Both he and Tandy were Student Council Presidents at their respective schools.
* TheChick: Of the new team that he joined, Cloak is mellow and rarely gets angry. He is always the one to calm the situation down if it escalates too much.
* DarkIsNotEvil
* DeadpanSnarker: Not as angsty about the transformation that he and his girlfriend went through as Dagger. He even makes light of the situation to cheer Tandy up.
* DeathFakedForYou: Courtesy of Roxxon.
* EatingOptional: Neither Cloak or Dagger feel hunger anymore.
* HorrorHunger: Averted. When Cloak consumes people with his cloak, it does not have any of the ill effects that the 616 version has. Although it seems that he can't have people in there for prolonged periods of time as he immediately releases captives as soon as they are subdued by him.
* LikeAnOldMarriedCouple: With Tandy of course. At first it was juvenile and then their squabbles started to make other members of the Ultimates uncomfortable.
** MakeUpOrBreakUp: The constant squabbling leads to Dagger wanting space from Cloak. Cloak is not all happy about it.
* LivingShadow
* ParentalAbandonment: 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.
* PowerOfTheVoid: Has the power to restrict combatants in his "cloak" which is really excess dark matter.
* TeleportCloak
* YouCantGoHomeAgain: Both he and Dagger were made orphans the moment they were set to be experimented on. They are both lonely and can only trust each other. He is dealing with it better than Dagger.


[[folder:Michael Morbius / Morbius]]
!!Michael Morbius
A vampire that crosses paths with Spider-Man when Ben Urich is targeted by evil vampires. In this continuity, Morbius is a true and the brother of Vlad III, the man regarded as the real-life Count Dracula.
* AdaptationalNationality: He is Romanian in this continuity, while his 616 counterpart was Greek.
* AdaptationalHeroism: While he does struggle with his nature like his original counterpart and he does initially clash with Spider-Man, he keeps his thirst under control much better and his goals are more noble.
* ApologeticAttacker: When he is about to stake his enemies, he tells them he is sorry for not being able to save them.
* DarkIsNotEvil: Despite his sinister appearance, he is firmly a force of good.
* FriendlyNeighborhoodVampire: Morbius uses his vampiric powers to save lives and protect others.
* HunterOfHisOwnKind: Devoted to protect mankind against evil vampires.
* KissOfTheVampire: He is capable of ''curing'' those already infected with vampirism with his bite by sucking out the poison. He saves Ben Urich's life this manner.
* TheNoseKnows: When Peter is bitten by a vampire, Morbius is able to tell from the smell of his blood that [[NoSell he cannot be turned]].
* OurVampiresAreDifferent: Morbius is a true vampire in this universe instead of a artificial one created through scientific methods.
* RedAndBlackAndEvilAllOver: Subverted, despite Peter believing that he is evil at first, he turns out to be a hero instead.
* RelatedInTheAdaptation: Vlad III Dracula is his brother in this continuity, and by extension, Dr. Doom is his distant descendant as well.


!New York Police Department

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

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

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

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

* ByTheBookCop: Subverted. Maria Hill has no problem with violating someone's civil liberties such as barging upon someone's home without a warrant and threatening to strip search them without any justification. She even scoffs at those who point out that what she is doing is wrong because of those reasons. [[spoiler:This has to do with her background as a former S.H.I.E.L.D. agent who has a lot more leeway than a cop.]]
* GenreSavvy: Upon hearing about Norman Osborn's potential immortality, [[spoiler: she does her best to [[FireKeepsItDead burn his "corpse" to ashes]]. Just in case.]]
* ReasonableAuthorityFigure: 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.
* SecretSecretKeeper: She knew who Miles was the moment they met mainly because she has SHIELD connections.
* TheCommissionerGordon: Acts this way towards Miles although the relationship was rocky at first.
* ThereIsNoKillLikeOverKill: [[spoiler: 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.]]


!Rogues Gallery

[[folder:Norman Osborn / Green Goblin]]
!!ComicBook/NormanOsborn[=/=]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.


* AbusiveParents: More neglectful than flat out abusive, though he outright claims both Harry and Peter as "his". He starts off as neglectful towards Harry, then brainwashes him into compliance, then has him brainwashed even further to turn him into [[spoiler:Hobgoblin. Eventually, he beat Harry to death, though he did actually show regret for that one.]]
* AdaptationalSuperpowerChange: Unlike the original Green Goblin, who used a glider, pumpkin bombs, and wore a costume, this Norman can transform into a hulking Goblin-like monster form and is pyrokinetic.
* AmbitionIsEvil: 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.
* ArchEnemy: Peter's. Norman Osborn brings about the beginning of Peter Parker as Spider-Man, [[spoiler:and the Green Goblin brings about his end]]. Can't get more "Arch" than that.
* AxCrazy: After taking Oz and regaining some control of his transformation, Osborn started hearing voices in his head. In one issue, his actions were retold in his point of view where the reader can see just how crazy he is.
* BeardOfEvil: He grows an impressive one during his captivity [[spoiler: after killing Peter Parker.]] He quickly gets rid of it.
* BigBad: Of the [[FiveBadBand Ultimate Six]], and the entire series.
* BroughtDownToNormal: [[spoiler: Miles' venom strike is particularly harmful to Norman, and leads to Miles [[CurbStompBattle curb-stomping him]] and filling him with so much juice he is forced back into human form.]]
* CorruptCorporateExecutive: 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.
* DeathIsCheap: 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.
** [[spoiler: Comes back to life '''somehow''' and returns in Death of Spider-Man. Even SHIELD has no clue how he did it. When he escaped and reformed the Sinister Six sans Doctor Ock plus Vulture and attacks Peter only to die again... 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. [[spoiler: 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.]] And not even ''that'' was enough: [[spoiler:The Ultimate universe is back at the end of Spider-Men II, and Norman is still trolling around]]
* EvilGenius: Oz gave him heightened intelligence and he was ''already'' smarter than most before. Fortunately, the OZ Serum also amplified his Narcissism to full-blown Megalomania and insanity. Unfortunately, this doesn't exactly stop him from being a threat to every living thing around him.
* EvilIsPetty: His reason for attacking Peter stems from the fact that he thinks that he made Spider-Man (he didn't) and Spider-Man ruined everything in his life (Osborn ruined everything himself and is 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.
* Myth/GreekMythology: Osborn has a fondness for reciting the tale of Arachne and Athena. He did this with the spider and scientist that would inevitably create Spider-Man. In a CallBack, he does this with the spider and the scientist that would also create Spider-Man II.
* GlowingEyesOfDoom: All the time when he's in Goblin form, it's merely a tip-off that his powers are activating when he's human.
* AGodAmI: Once he realizes [[spoiler: that the OZ formula has made him [[ResurrectiveImmortality immortal]],]] he believes himself to be a God and his creations "The New Gods".
* HeroKiller: The greatest example in the Ultimate Universe. The fact that he has killed [[spoiler: Peter Parker]] speaks volumes. In ''Miles Morales: The Ultimate Spider-Man'' 3, he appears to kill [[spoiler: Monica Chang (former Director of SHIELD) and J. Jonah Jameson.]]
* HulkingOut: He easily doubles in size and turns green when he shifts into the Green Goblin. As his powers evolve over the course of the series, his Goblin Form becomes progressively larger and more monstrous. During the Death of Spider-Man, it turns ''black'', and the horns on his head become even more pronounced.
* HumiliationConga: 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 [[SuperToughness even tougher]]) with no psychological edge to take advantage of, the Green Goblin gets [[CurbStompBattle stomped into the ground]] by a 14-year-old.
* IKnowYourTrueName: Knows Spider-Man is Peter Parker (but then, so do most of the other villains). Of course, this is less impressive since he had Peter watched the moment the kid was hospitalized for the spider-bite.
* InsaneTrollLogic: A true master at this. Look at the EvilIsPetty entry. Points for being actually insane. And both looking and acting like a troll.
* ItsAllAboutMe: Has major issues with this. He even [[spoiler: kills Dr. Octopus for daring to suggest that he played a part in the origin of Spider-Man.]]
* JokerImmunity: Between this and S.H.I.E.L.D.'s increasingly cardboardy CardboardPrison, it really got rather ridiculous towards the end. [[spoiler: After S.H.I.E.L.D. dissolves post-[[Comicbook/CataclysmTheUltimatesLastStand Cataclysm]], he is revealed to be alive and scheduled to be transferred to an actual CardboardPrison. Naturally, he escapes in-transit.]]
* KickTheDog: His first action as a superpowered monster? Kill his wife.
* KnightOfCerebus: Expect things to get ''dead'' serious, and Peter's life to get even worse, whenever he shows up.
* LargeAndInCharge: 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.
* LargeHam: In his Goblin form, Norman's lines are often written with multiple exclamation marks.
--> '''Norman:''' "I own you!! Your responsibilities are to me!!"
* MadnessMantra: Gains one after [[spoiler: Peter Parker's death and his subsequent imprisonment.]]
--> '''Norman Osborn''': You're all going to burn.
* ManipulativeBastard: One the biggest in the Ultimate verse when he's in a firm enough state of mind. He manages to screw with Peter's life so intensely it nearly drives him and many of his loved ones into a mental breakdown, brainwashed his own son to be compliant with a trigger word, and screws with Nick Fury himself to the point he got Nick thoroughly chewed out and threatened by the President of the United States by using Fury's paranoia and tendency for breaking the law for what he sees as the greater good against him.
* MissionFromGod: Believes he's on one to kill Spider-Man in ''The Death of Spider-Man''. [[spoiler:Regardless of whether he is or not, he succeeds.]]
* MusclesAreMeaningful: 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.
** MusclesAreMeaningless: Curiously, despite his great size and girth, Norman never exhibits strength on the level of Thor or The Hulk. He seems to be on about Peter's level, though he is able to throw much more mass behind his punches. It is perhaps this reason that later story-arcs tend to focus on the Goblin's [[PlayingWithFire pyrokinesis]] as his main power.
* MutualKill: Averted, unfortunately (though [[spoiler: Peter]] tried his damnedest). [[spoiler: In Miles Morales: Spider-Man #1, he's revealed to be alive and locked up. Of course, he escapes in the middle of a transfer to a less-secure prison.]]
* MyGodWhatHaveIDone: 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.
* NeverFoundTheBody: The end of his first arc. The police shot several rounds at him, and he fell from the bridge to the water. He resurfaced, and fell again. Everybody was sure that it was the end. [[TheEndOrIsIt Or is it?]]. We see the police ships, the site where he fell, the water, some bubbles... end of this issue!
* NeverMyFault: 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.
* NewPowersAsThePlotDemands: In Vol 1. #160, he suddenly develops the ability to absorb flames when it's most inconvenient for Peter.
* NoKillLikeOverkill: After [[CurbStompBattle getting trashed by Miles and Peter]] and getting filled full of Venom Strikes, an overtaxed Norman finally [[BroughtDownToNormal reverts to human form and slumps over unconscious.]] [[spoiler: 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, [[GenreSavvy just in case.]] Buh-bye, [[spoiler: Norman Osborn.]] I hope you burn in hell, too.
* NotQuiteDead: The OZ serum he originally dosed himself with seems to have made him nigh-immortal - he's "died" and returned to life more often than the 616 Green Goblin.
* PlayingWithFire: Norman's primary power, and the one that proves the most versatile over the course of the story. During his original transformation, he could generate fireballs that [[HavingABlast explode on contact with the target]] (and doubles as a MythologyGag to the 616-Goblin's pumpkin bombs). Eventually, he could generate an [[InfernalRetaliation aura of heat]] that could melt bullets before coming into contact with him, use his flames to fuel his high-altitude leaps, and make things explode ''with his mind''... the latter of which he doesn't need to be in Goblin Form to perform.
* ProfessorGuineaPig: When he confirmed that the incident with the Spider ended well, he sought to repeat it on himself.
* ResurrectiveImmortality: According to the him the OZ formula grants this, explaining how he keeps coming back from the dead.
* SurroundedByIdiots: His opinion about himself.
* TheUnfettered: Both in and out of his Green Goblin persona, Osborn is unaffected by logic and is only concerned about himself. Even the death of his son did not shake him too long after the resurrection.
* VillainHasAPoint: 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, American citizens or not, 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 BigBad 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 though the fact he hid this from the President himself gets him in trouble later on.
* VillainTakesAnInterest: As with his 616 counterpart, he's attempted to recruit Spider-Man on more than one occasion, and even considers him a sort of son in a twisted way.
* VoluntaryShapeshifting: Eventually gains control of his ability to transform.
* WeaksauceWeakness: Played with and potentially tied with LogicalWeakness. Norman is absurdly vulnerable to Miles' [[TheParalyzer venom strike,]] which up to this point has been treated as a somewhat comical (though [[HeartIsAnAwesomePower effective]]) way to end a fight. It actually affects Norman so much that he is briefly brought back to lucidity (from his typical AxCrazy 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.
* WorthyOpponent: Bizarrely, he shows a lot of respect for Nick Fury at various points in the series. Notably, when he runs into Monica Chang (Fury's replacement as head of S.H.I.E.L.D) in the Mile Morales series, he has this to say (before [[spoiler: he kills her]]):
--> '''Norman Osborn:''' There's only one Nick Fury. And you were just...not him. [[PretenderDiss On any level]].

[[folder: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.

* AdaptationalSuperpowerChange: Originally presented as a technopath like his original counterpart, this Ock was later revealed to have similar powers to Magneto.
* ArtificialLimbs
* BigBad: [[spoiler:Of the Clone Saga and the Hollywood Arc.]]
* CharacterDevelopment: Before Ultimate Enemy, he did whatever he could to ruin Peter's life and he reveled in it. It took Peter Parker to save him from being crushed to realize that he was proud of creating a hero like Spider-man in spite of him being one of the hero's worst enemies.
* CombatTentacles: Like the 616 version, he seems to have a bond to them as he is able to sense where they are regardless of the distance. Later, he gains the ability to form these out of any kind of metal.
* CutLexLuthorACheck: Averted. He is well aware of his talents and even after he became a convicted criminal, he still used his abilities or entertained the notion of using his ability to get work outside of crime.
* CyberneticsEatYourSoul: Averted. He was already conducting corporate espionage before the accident and the arm really had no affect on his personality or morality. The situation of feeling betrayed and being turned into a monster made him violent.
* {{Cyborg}}: He has his Octopus arms and harness grafted to his body. He also has eyes replaced by Cybernetics by Hank Pym. And the cybernetics were not meant to save his life or heal his injuries, as Hank pointed out that they could have gave him proper treatment, but decided (without Otto's volition) to make him a cyborg.
* EvilGenius
* ExtraOreDinary: The reveal of the Clone Saga; Octavius can control metal in general, but preferred to use it in the form of his four tentacular arms.
* EyeScream: His eyes were badly damaged in the accident that gave him and Norman their powers. He usually wears sunglasses to hide it.
* FallenHero: He was revered in the science community. So revered that even the Ultimates' Wasp admired his work.
* ForTheEvulz: The Clone Saga. Sure, he was given a second chance to work for the government to become a scientist again. If anybody knows the Ultimate Universe, Doc Ock could have literally created anything he wanted. However, he uses his newfound opportunity to create clones of Peter Parker and pervert every aspect of his life. And he did it for kicks.
* FreakLabAccident: He was trying to administer Oz into Norman Osborn at his residence until Osborn lost control his power and burned the entire residence down.
* HeelFaceDoorSlam: Prior to the [[spoiler: Death of Spiderman]], he tries to back out of the Green Goblin's latest scheme, declaring he always wanted to be a scientist not a villain, he wants to go back to science, and he'd rather take pride in the fact it was his genetic engineering experiments with spiders that ultimately created Spider-man. [[spoiler: The Green Goblin promptly kills him.]]
* KilledOffForReal: By Green Goblin.
* KnightOfCerebus: Every time he has appeared, the plot becomes darker and more serious in tone. He is not an enemy in light-hearted stories.
** His first appearance has him go on a RoaringRampageOfRevenge on people who he suspects betrays him. He is the second villain to brutally hand Peter his ass and then goes so far to kill someone on National Television. He also revealed that he knew Peter's identity
** His second appearance has him fake turning good to trick his captors, SHIELD, into releasing him. This inevitably leads to the Ultimate Six being formed to hold the country and SHIELD at hostage.
** In the Hollywood Arc, it is set up as being a fun arc that ties in the movies, but it again becomes dark as he defeats Spider-Man, captures him, and drags him all the way to Mexico in order to torture Peter.
** The Clone Saga was all his idea. He was hired by the government, who did not like that Nick Fury had a team of heroes under his command that could effectively win a war. So they took in Ock and he decides to clone his arch nemesis and find ways to screw with him at any possible chance. This includes making a clone and aging said clone to look like Peter's deceased father, taking another clone and adding several limbs, genderflipping a clone, and weaponizing a clone by grafting a scorpion tail to his body. What is the kicker is that he did it just to screw with Peter.
* IKnowYourTrueName: He put the pieces together after working directly with Osborn when Peter first got bitten.
* ManipulativeBastard: Otto manages to sell the Government on his reform (and the potential to create a SuperSoldier for them) specifically so he could manipulate Peter's genome and ruin his life.
* MultiArmedAndDangerous: Just like classic Doc Ock, Octavius' harness is his greatest weapon. His original set doubled as a mobile set of laboratory tools, so they came equipped with blades and low-powered ''lasers'' to get the job done. During the Clone Saga, [[TheReveal it's revealed]] that Otto doesn't even ''need'' a harness - his control over metal itself is fine enough that he can make his own tentacles.
* NotThatKindOfDoctor: He is a geneticist.
* PetTheDog: After Jessica and Peter saved him, he became eternally grateful towards Peter. When the Ultimate Doom was over, Peter pondered why Reed Richards would attack his home, as his other targets included the likes of Stark Industries, Baxter Building, and etc. Doc Ock assured him that Reed attacked him because he has the potential to be more intelligent than both Reed Richards and himself, and some people feel that his talents are wasted in the costume.
* {{Revenge}}: 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 Justin Hammer (who died at the end of Ock's debut arc), then carried over to his ex-wife before finally landing on Peter Parker.
** RevengeBeforeReason: What ends up tanking Otto's schemes. Even his relatively successful plans (like being the mastermind behind the Clone Saga) die because Otto just can't help but gloat and try to take his pound of flesh from Peter (or anyone else nearby). He finally gets better about it, but ends up murdered by Norman Osborn for even ''considering'' [[HeelFaceDoorSlam second thoughts]] about how he's treated Parker.
* SunGlassesAtNight: He wears them because his eyes were destroyed in the accident and crudely replaced by poor cybernetic eyes.

[[folder:Wilson Fisk / Kingpin]]
!!Wilson Fisk[=/=]The Kingpin
Wilson Fisk is the head of every crime syndicate in New York. All facets of petty crime or highway robbery could be traced back to him. He is the Big Man in every way imaginable. He not only runs a crime syndicate, but he also is the Chairman of 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 [[PsychoElectro Electro]] around to handle what he cannot.
* AxCrazy: He hides it well, but is a brutal thug who doesn't mind crushing skulls.
* BadBoss: Crushed an employee's head with his bare hands. It's also implied he's killed employees for talking about him behind his back.
* BaldOfEvil
* BetterTheDevilYouKnow: 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 EvilPowerVacuum. 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. [[spoiler: Until Miles took a year long break and Hydra grew into power and became more subversive in corporations and street gangs.]]
* BerserkButton: Do not make fun of his weight, mess with his wife (and then let him live afterwards), steal his stuff, or constantly meddle in his affairs.
* BigBad: Of the Kingpin arc as well as the Ultimate Knights arc.
* EntitledBastard: Ordering Spider-Man's school blown up while class was in session after Daredevil threatened to kill his wife. And during the threat, he kept pleading with Daredevil that he had done nothing wrong because it "wasn't personal" despite the fact that in the Ultimate continuity, Kingpin was the one who killed Daredevil's father, and was indirectly responsibly for the death of Uncle Ben.
* EvenEvilHasLovedOnes: Contrary to his ruthless behavior, he did care about his wife a lot and did everything in his power to wake her up from her comatosed state. Daredevil openly speculates if he's the reason she's in a coma in the first place.
** [[spoiler:When he found out that his CorruptCop (and lover) Jean [=DeWolfe=], was dead, he mourned for her.]]
* EvenEvilHasStandards: 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.
* FatBastard: Actually, no. A lot of his mass is muscle.
* FromNobodyToNightmare: He started out as some low-level thug before using his [[GenuisBruiser savvy]] and massive size to bull his way up the ladder.
-->'''[[spoiler: 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.
* GeniusBruiser: Fisk is frighteningly 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.
* KnowWhenToFoldEm: 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. [[spoiler: Fury had already busted him years before for human/mutant trafficking, and he didn't think he was likely to get away again.]]
* IronicEcho: He pleads with Daredevil to spare his wife's life, citing that "It wasn't personal". Just before [[spoiler: his death,]] Mysterio hits him with this.
-->'''Fisk''': Who are you now?
-->'''Mysterio''': I'm actually a big fan of yours. But just so you know... this isn't personal.
* KarmaHoudini: No matter what dirt is dished out on him, he always manages to come back. [[AvertedTrope Then Mysterio shows up...]]
* KilledOffForReal: [[spoiler:After ComicBook/{{Ultimatum}} literally took out his competition (and conveniently washed away any evidence of his previous wrong-doings), Wilson Fisk returns to New York to run his Criminal Empire unopposed... and is promptly blasted out of his penthouse window by Mysterio.]]
* LargeAndInCharge: Wilson Fisk is absolutely ''massive'', dwarfing Ox of The Enforcers (who is already huge) and runs his Empire through business savvy and intimidation. He is perhaps the largest purely-human antagonist Spider-Man faces.
* ManOfWealthAndTaste: He likes to present himself as one.
* ManipulativeBastard: Finds a way to manipulate Spider-Man into doing his dirty work twice such as taking out the competition when he can't do so himself since he is under constant surveillance.
* MightAsWellNotBeInPrisonAtAll: The source of one of Peter's many frustrations is that this guy can literally get away with killing someone on camera and get off while he, as Spider-Man, gets demonized as a public menace when he has saved more people than most heroes combined.
* NiceJobFixingItVillain: He directly has a hand in setting Spider-Man on the path to righteousness, giving Black Cat a reason to hate him, and has managed to antagonize the Knights enough to band together to take him out.
* SwissCheeseSecurity: Averted. After one to many times of Spider-Man crashing through the windows, he finally implements reinforced glass only for Peter to swing into it and crash.
* VillainousBreakdown: After Daredevil threatens his wife, and Spider-Man saves her, he's DramaticallyMissingThePoint of accepting his enemies mercy, and 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.
* VillainWithGoodPublicity: People have a hard time thinking he was mob boss.
* TheWorfEffect: He's a major antagonist to Spider-Man, and even had a hold on Peter financially for a time. However, [[spoiler: he is murdered by Ultimate Mysterio in his first appearance to give clout to the new villain.]]
-->'''Mysterio''': Did you read the news today? Oh boy. [[spoiler: They said a fat man fell and broke his everything.]]

[[folder:Elektra Natchios]]

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


* AdaptationalVillainy: She never reforms, staying an assassin.
* BadassNormal: Has no powers to speak of yet still is a dangerous combatant
* BoobsOfSteel: Rather large, [[{{stripperific}} very much on display]] breasts (which Peter doesn't fail to notice) and also one of the best fighters in the series.
* HeroOfAnotherStory: Was the star of her own spin-off series with Daredevil, showing her journey to villainhood.
* StartOfDarkness
* WeHardlyKnewYe: She was thrown out a multi story window by Black Cat and landed on a police car after Moon Knight threw a blade at the back of her neck. However, Jean [=DeWolfe=] confirmed that she was still alive and was in a coma. She hasn't shown up since.

[[folder: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 [[HuntingTheMostDangerousGame targeting Spider-Man]]. He ambushed the wall-crawler just after his fight with Dr. Octopus, [[CurbStompBattle ended up getting his butt kicked]], and was arrested. Humiliated by his defeat, his wife's divorce, and the subsequent cancellation of his show, Sergei tampered with his own DNA, transforming him into a bestial monster called "Kraven". He was arrested by the Ultimates and joined the Sinister Six.


* AdaptationalSuperpowerChange: This Kraven originally has no powers, then gained the ability to turn into a werewolf-like creature.
* AwesomeAussie: In this universe he's from Australia rather than Russia, making him a bloodthirsty version of Steven Irwin.
* BadassMoustache: A thick, well-groomed horseshoe mustache.
* CurbStompBattle: His first fight with Spider-Man was this.
* DidntThinkThisThrough: 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.
* EgomaniacHunter: 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.
* HuntingTheMostDangerousGame: After making a living killing animals on national television, Kraven decides to hunt and kill Spidey as part of his show. [[spoiler: Once he actually attempts it though, he's arrested since, y'know, that's kind of a crime.]]
* LandDownUnder: Where he hails from.
* TheNoseKnows: 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.
* OurWerewolvesAreDifferent: For a time, he could turn into a were-wolf like creature. S.H.I.E.L.D. removed that ability from him, though.
* RaceLift: More like "Nationality Lift", but this Kraven is Australian, not Russian.
* ShoutOut: Is Steve Irwin if he were an asshole EgomaniacHunter instead of a loveable conservationist.
* ShowWithinAShow: Was the host of a reality TV show where he killed animals with his bare hands.

[[folder:Maxwell Dillon / Electro]]
!! Maxwell Dillon[=/=]Electro

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


* AccidentalMisnaming: Apparently Wilson Fisk tended to mistakenly call him "Elektra", despite Maxwell telling him otherwise.
* BaldOfEvil: He even grows his hair back while in a coma, and when he wakes he burns it right off again.
* EvilIsPetty: First thing he does once he's free of his restraints in ''Volume 3'' is try to kill Nick Fury, instead of escaping.
* GeneticEngineeringIsTheNewNuke: Rather than being an electrician struck by lightning, he was experimented on by Justin Hammer.
%%* GoodScarsEvilScars
%%* HellBentForLeather
* HeroKiller: He doesn't necessarily kill anyone, but he takes out major characters Iron-Man, Hawkeye, and Spider-Woman in quick succession before Miles gets the bright idea to ''not'' just attack the person made of electricity directly.
** During the [[ComicBook/SinisterSix Ultimate Six]] story-arc, the hero he ends up facing off with is ''Thor,'' in a battle that is mostly even until they take to the skies (where Thor can unleash his full strength without worrying about civilian casualties).
%%* {{Jerkass}}
* JokerImmunity: [[spoiler:Aunt May shoots him repeatedly, but a few months later and he's back on his game.]]
%%* PsychoElectro
* PsychoForHire: After getting arrested, the Kingpin cuts all ties with him. He quickly offers his services to Norman Osborn.
* RevengeBeforeReason: He decides to stay and fight Fury and potentially the Ultimates instead of escaping confinement.
* ShockAndAwe: He's more or less made of living electricity.
* SuperMode: When supercharged he turns blue and [[FullFrontalAssault burns his clothes off]].
* VillainousBreakdown: He pretty much ''freaks out'' when he meets Miles, assuming that he's Peter, and starts screaming at him, [[ThisCannotBe asking how he's "still alive"]].

[[folder:Alex O'Hirn / R.H.I.N.O]]
!! Alex O'Hirn[=/=]R.H.I.N.O


* AdaptationalSuperpowerChange: This Rhino isn't a man with superhuman strength, but is a man piloting a GiantMecha.
* FlatCharacter: In the comics, at least, he has no real motivation other than being crazy.
* GiantMecha: He's a tiny, nebbish man who's wearing a rhino-themed suit of robotic armor.
%%* SesquipedalianLoquaciousness
%%* TheShortGuyWithGlasses

[[folder:Herman Schultz / Shocker]]
!! Herman Schultz[=/=]Shocker

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

* AdaptationalWimp: Until his last appearance, he basically served as a punching bag for Peter and was easily defeated, whereas despite a reputation otherwise, mainstream!Herman was able to hold his own against Peter multiple times.
* ButtMonkey: Until he TookALevelInBadass
* CardboardPrison: He simply rebuilds his gauntlets using the prison's shop station and uses them to escape.
* TheChewToy: Between getting fired and most of his hilariously pathetic showings against Peter, the Ultimate Universe wasn't kind to this Shocker.
* ClothesMakeTheSuperman: His "Vibroshock Gauntlets", which project concentrated blasts of air that has been vibrated at an intense frequency.
* CutLexLuthorACheck: Subverted as he initially tried to sell his equipment.
* EmbarrassingFirstName: Spider-Man [[WhoNamesTheirKidDude thought it was hilarious]].
* IneffectualSympatheticVillain: Just don't tell him you feel sorry for him.
* LethalJokeCharacter: By the time of his last appearance, he stopped screwing around, and captured and tortured Peter.
* SanitySlippage: In his last appearance, he's gone right over the edge.

[[folder:Eddie Brock Jr. / Venom I]]
!!Eddie Brock Jr.[=/=]ComicBook/{{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.

* AchillesHeel: His main weakness is high-voltage shocks.
* AdaptationalBadass: He lacks his 616 version's weakness to sonics and fire. At one point, the comic specifically shows that the Shocker, whose gauntlets usually hurt Venom, is ineffective against the Suit.
* AdaptationalOriginConnection: 616 Eddie didn't personally know Peter Parker, and his RoaringRampageOfRevenge against him was mainly brought about by Spider-Man's accidental ruination of his career as a journalist. Ultimate Eddie is childhood friends with Peter and developed some bitterness towards him for having more supportive loved ones than he ever did growing up. The symbiote itself is now a creation of Peter's father instead of an alien parasite, meaning its desire to bond with him is deeper than the original black suit.
* AlternateIdentityAmnesia: In ''War of the Symbiotes'', Eddie states that when the symbiote takes over he doesn't exactly remember what goes on around him.
* AlternateSelf: To the mainstream Eddie Brock, though he's still in college and is taking a biology major.
* BadassLongcoat: Wears a brown trench coat.
* BigEater: He has to constantly eat other living beings to prevent the Venom Suit from consuming him, at one point even swallowing a mounted police officer - horse and all - whole.
* BlobMonster: After absorbing the Carnage symbiote, it appears as though Eddie was assimilated into the Venom Suit, becoming completely amorphous.
* BodyHorror: The Black Suit slowly consumes its host if they aren't compatible with it, and is in general more amorphous and asymmetrical than the mainstream Venom.
* ChestInsignia: Worth noting that in the comics Venom ''lacks'' the iconic white spider symbol, but has it on some of the covers and by the end of the video game. When Peter was taken over by the Venom Suit, however, he was identical to the Mainstream Venom.
* ChildhoodFriend: To Peter Parker, also fulfilling the EvilFormerFriend and RivalTurnedEvil tropes.
* ClingyCostume: Subverted as the original Venom suit leaves Eddie to return to Spider-Man.
* CombatTentacles: Unlike the original Venom from the 616 Universe, this is Ultimate Venom's only means of ranged attack.
* CovertPervert: While it wasn't evident before, Eddie expected Gwen Stacy to sleep with him when she is only 15, assuming a "girl like [her]" wouldn't care about the age difference or the fact they'd just met earlier that day and only gone on one date.
* ChuckCunninghamSyndrome: Hasn't been seen since Beetle abducted him.
* DeadlyUpgrade: The suit is devouring Eddie from the inside out, forcing him to satiate its ravenous hunger to stay alive.
* DeathSeeker: At the beginning of ''War of the Symbiotes'', Eddie states that for a long time he just wanted someone to put him out of his misery.
* EvilCounterpart: Eddie is one to Peter and Venom is one to Spider-Man.
* EvilFormerFriend: Eddie and Peter were childhood friends.
* EvilIsDeathlyCold: As the Black Suit engulfs Eddie, all he can think about is how much he hates Peter, how he can't breathe, and how cold it is.
* FangsAreEvil: Form when the Venom Suit begins to take control of its host.
* FlawedPrototype: The Venom Suit was the second stage of an anti-cancer treatment-turned-[[PsychoPrototype bioweapon]].
* HorrorHunger: Eddie must consume living creatures to keep the Venom Suit from devouring him.
* IAmAHumanitarian: Venom's first victim was a janitor had the misfortune of walking in on Eddie immediately after he'd bonded to the Black Suit. When he briefly gained control of the suit [[IAteWhat he was horrified]], but when two security guards walked in he lost control and ate them too. Following that, he realized the Venom Suit was eating him from the inside out and the only way to stop it from killing him was succumbing to its bloodlust and satiating its hunger.
* IAteWhat: Eddie instinctively ate a janitor and two security guards after bonding to the Venom Suit, and was initially horrified.
* IfICantHaveYou: The Black Suit has a genetic memory and wants to be bonded to Spider-Man.
* ItCanThink: The Suit has a genetic memory and a will of its own, desiring not only to feed on everything around it but to be bonded to Peter Parker, its only compatible host. The sample of the Suit worn by Conrad Marcus was likewise drawn to Miles Morales.
* HeroicBuild: When Eddie had the symbiote under control for a few seconds, he resembled a taller, more muscular version of Spider-Man with no chest insignia.
* HorrorHunger: Taken above and beyond any other incarnation of Venom, as the Suit is constantly hungry and consumes its wearer from the inside out unless they satiate it.
* HulkingOut: When Peter succumbed to the Suit's bloodlust he ''seriously'' bulked up.
* KnightOfCerebus: Both the Suit and Eddie, though the latter to a lesser extent. The Suit is almost guaranteed to invoke a MassOhCrap, from Peter, from SHIELD, from the Ultimates, from the ''entire world'' according to Nick Fury. As if to [[RuleOfSymbolism symbolize]] how much of a Knight Venom is, the "Venom" story arc is the first of the series to have Peter confront the main villain of an arc without his costume. Eddie himself ends up being enough of a danger for Aunt May to pull a gun on him when he comes knocking on the Parker door.
* LegacyCharacter: As part of their corporate war with Trask Industries, Roxxon acquired samples of the Venom Suit, which the Beetle tried to steal and which Dr. Conrad Marcus later used to become the second Venom to hunt down the second Spider-Man.
** In the non-canon video game, Eddie Brock Sr. was revealed to be the original Venom.
* LightningBruiser: Is far more massive and stronger than Spider-Man, and can jump at very fast rates.
* LivingWeapon: Bolivar Trask, Donald Roxxon, and even S.H.I.E.L.D intended to use the Venom Suit as one.
* LovecraftianSuperpower: Constantly forms tendrils and spikes.
* MadnessMantra: When fighting the Wildpack, all Venom could say was "'''''Huuuuuuuunggryyy!'''''"
* MoreTeethThanTheOsmondFamily: Wouldn't be Venom without 'em.
* NoSell: Peter did this to [[ShootingSuperman bullets]] and to Shocker's vibroshock blasts while wearing the Venom Suit.
* NotGoodWithRejection: When Gwen spurns his advances, a furious Eddie sneers that she's [[AllWomenArePrudes no different from any of the other girls he's dated]]. His roommate later remarks to Peter that Eddie was ''not'' a nice person even in the best of moods.
* OffModel: In Issue 38, Venom is drawn with the white spider emblems in a small panel when on all the prior and subsequent ones he didn't have one, except on the covers.
* OneWingedAngel: When Peter succumbs to the suit's bloodlust the first time, he transforms into the bulky, claws-and-fangs classic Venom with white chest and back insignia. When Eddie initially bonded to the symbiote, he resembled a [[HeroicBuild taller, bulkier version]] of Spider-Man with no chest insignia. Then came the teeth, talons, tentacles, and spikes. After absorbing the Carnage symbiote during the War of the Symbiotes arc, he underwent an even more [[http://images2.wikia.nocookie.net/__cb20100604150535/marveldatabase/images/3/38/153_Ultimate_Venom_-_War_of_the_Symbiotes.jpg monstrous transformation.]]
* OverlyLongTongue: Likewise a staple of Venom's design.
* PowerNullifier: Inverted from the mainstream version regarding Peter's spider-sense: instead of cancelling it out, Venom overloads it, giving Peter crippling migraines whenever he's near and rendering his Spider-Sense useless either way. It has something to do with the remaining symbiote particles in Peter's blood.
* PsychoPrototype: The Venom Suit is the second stage of a protoplasmic cure for cancer-turned-bioweapon.
* PsychoSerum: The Venom Suit functions as one due to its incomplete nature and because the suit is tailored to a specific person's - Richard Parker's - DNA. Because of this, Peter - Richard's son - is able to resist the suit's negative effects better than Eddie, but only for so long.
* PuppeteerParasite: The Venom Suit inflicts HorrorHunger on incompatible hosts and UnstoppableRage regardless of compatibility. Even Peter couldn't control it for long.
* RobotMe: Ultron created a robotic doppelgänger of Venom.
* ShadowArchetype: Eddie to Peter, and Venom to Spider-Man.
* SharingABody: Eddie describes being bonded to Venom as having two brains thinking independently of each other, one that's constantly hungry (the symbiote) and one that just wants to die (himself).
* ShoutOut: The ''War of the Symbiotes'' arc has one to ''Film/ForrestGump'', with Eddie sitting on a park bench narrating his life's story to random people... before eating them.
* SuperpoweredEvilSide: While Peter had more control over the Venom suit than Eddie due to it being synced with Richard Parker's DNA, it almost caused him to eat a robber that reminded him of the crook who killed his uncle.
* UngratefulBastard: Peter tries to save Eddie from using the symbiote and warns him that it is too dangerous, but Eddie takes it as backhanded snobbery when Peter destroys it and keeps from Peter the fact that most scientists keep a back up sample of whatever they are studying and researching.
* UnstoppableRage: The Black Suit inflicted this on Peter.
* UpgradeVsPrototypeFight: The ''War of the Symbiotes'' arc had Eddie as Venom fight Gwen Stacy as Carnage. Eddie won and stripped Gwen of the Carnage symbiote, becoming more powerful as a result.
* WeaksauceWeakness: The Ultimate symbiote is vulnerable to electricity rather than fire or sonics.
* WhatHappenedToTheMouse: Not counting a robotic duplicate created by Ultron, Eddie hasn't been seen since 2008's ''War of the Symbiotes'' arc. He was probably killed when Doctor Doom's castle was destroyed.
* WhatIsThisFeeling: Eddie is so used to the Venom Suit only feeling ravenous hunger that he's shocked by the feeling of bliss and desire it radiates when near Peter Parker.
* {{Yandere}}: Eddie described the Black Suit's conflicted feelings for Spider-Man as being like it couldn't decide if it wanted to kill him or kiss him.


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.


* AdaptationalHeroism: 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.
* BioluminescenceIsCool: Has a glowing yellow patch in the middle of its chest, though this disappeared when it came back as Gwen.
* BlackEyesOfCrazy: 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.
* BloodLust: It needed to drain the body fluids out of its victims to survive.
* BuildingSwing: Uses thin tentacles to mimic Peter's webbing.
* CloningBlues: It was created when Dr. Connors spliced Peter Parker's DNA with his own and added a dollop of the Venom Suit.
* CombatTentacles: Like Venom, this is its main means of offence.
* FangsAreEvil: Carried over from Venom and the Lizard.
* FetusTerrible: 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.
* GeneticMemory: It possesses fragments of Peter's memories.
* HorrorHunger: It initially needed to drain its victims' body fluids.
* HumanityEnsues: It temporarily transformed into a doppelgänger of Richard Parker, only needing Peter's DNA to become complete.
* LightningBruiser: In the [[VideoGame/UltimateSpiderMan video-game]] and ''[[VideoGame/SpiderManShatteredDimensions Shattered Dimensions]]'', it is fast, powerful, and durable.
* LovecraftianSuperpower: Like Venom it constantly forms tendrils and spikes.
* {{Mix and Match Critter}}s: Spider-Man, Venom, and the Lizard.
* OurVampiresAreDifferent: Drains its victims' body fluids by stabbing them with CombatTentacles.
* RedAndBlackAndEvilAllOver: Its coloration, with a dollop of yellow thrown in.

Typically a Doctor Strange villain, he appears twice in Ultimate Spider-Man and puts Peter through the ringer both times.
* AdaptationalWimp: [[ZigZaggedTrope Zig-zagged]].The 616-verse version of Nightmare is an outright RealityWarper that typically takes Doctor Strange and ''The Avengers'' to drive off. In the Ultimate Universe, it merely possesses it's victims to feed on their fear. [[spoiler: We see the monster in its full, abominable glory during'' Comicbook/{{Ultimatum}}'', as it breaks free of its bindings and possesses Strange's body to gain his power.]]
* EldritchAbomination: Nightmare is more of a ''thing'' than a person, and in Peter's mind it appears as a zombified version of [[spoiler:Mary Jane]] before mutating into a freakish amalgamation of every villain Peter ever faced, bound by the Venom Symbiote. When it meets Peter and The Hulk the second time, its possessing the body of [[spoiler:Doctor Strange]]. Eventually we see what might be it's true form... [[spoiler:an EnergyBeing in the shape of Peter himself]].
* TheJuggernaut: Peter is completely unable to defeat Nightmare on his own, relying on outside help to fight it both times it shows up. Doctor Strange uses Peter's possession as a means to anchor it to our world and bind it in the Sanctum Sanctorum. [[spoiler: When it escapes during the Ultimatum Wave and kills Doctor Strange, Peter can only distract the monster until something ''neither'' of them expected shows up... The Hulk.]]
* MadeOfExplodium: [[spoiler: After possessing Doctor Strange and attempting to kill Peter during Ultimatum, it tries to drive off ''The Hulk'' with its [[RealityWarper magic]], only to fail ''spectacularly'' as it angers the one being capable of fighting it physically. Hulk wrenches its energy body in two and when Nightmare tries to escape into a portal, Hulk smashes it... destroying the monster and resulting in an arcane explosion that wipes out half of Manhattan.]]
* MindRape: Worse than any other Ultimate Marvel villain, Nightmare brings forth its victims worst fears to ''eat them'' and build its strength.
* NiceJobBreakingItHero: Peter accidentally summons the creature when he interrupts a ritual Doctor Strange is performing to bind it.
* OutsideContextProblem: Nightmare is a villain that ''nobody'' saw coming (and in fact had to be confirmed by WordOfGod as Nightmare, given their powers and motivations seemed different at first glance). Mysticism and magic do exist in the Ultimate Universe, but are so rarely touched upon that Nightmare seems to have come out of left-field.

!! The Beetle
* HandBlast: His suit can fire many different types of weapons.
* NoNameGiven: His real name is unknown, just that he's a Latverian agent sent to obtain a sample of the Venom Suit.
* PoweredArmor: He wears a winged suit of powered armor, causing Spider-Man to accuse him of copying [[Franchise/StarWars Boba Fett]].
* TheVoiceless: He doesn't say a word when in combat. His only words are an inquiry to Eddie Brock and a message to Doctor Doom.
* WalkingArmory: His suit has an arsenal of weapons that would make Iron Man jealous.


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



* AxCrazy: Spends most of him appearance repeating the same things over and over.
* BewareMyStingerTail: That shoots HollywoodAcid.
* ChuckCunninghamSyndrome: Hasn't been seen since Fury told a scientist to 'get to work' on him...
* CloningBlues: One of five clones of Peter Parker.
* {{Cyborg}}: That tail is grafted onto his spine. Not even Reed Richards thinks its removable.
* DecompositeCharacter: He's not this universe's version of Mac Gargam, but his does sport the tail and a version of the classic Scorpion costume.
* MadnessMantra: "Who are you, mystery man? Reveal yourself to the crowd" is about the only thing he says.
* PoweredArmor: Doubles as a Mythology Gag to the original Scorpion.
* RelatedInTheAdaptation: This Scorpion is a clone of Peter.



* CloningBlues: One of five clones of Peter Parker.
* CompositeCharacter: He's called Tarantula, wears a Venom-ish costume, and has the arachnid features of the Doppelganger, as well as six arms, as Peter once had.
* HeelFaceTurn: Fights Kaine to protect [[spoiler:MJ]].
* KilledOffForReal: By [[spoiler:Dr. Octopus]].
* MultiArmedAndDangerous: Has six arms.
* RelatedInTheAdaptation: Like Scorpion and Jessica, he's a clone of Peter in this universe.

* ActuallyADoombot: [[spoiler:Was an advanced android created by the Mysterio from the 616 universe.]]
* AdaptationalBadass: He first appeared by killing off the Kingpin and has been since to be shown as nigh-invincible, unlike his 616 counterpart who has been more or less a joke. [[spoiler:{{Subverted}}- he ''is'' the 616 Mysterio. He's just much more dangerous in the Ultimate verse because nobody has any idea who he is and he has the benefit of a decade of experience battling Spider-Man and being a supervillain. The power of anonymity also leads him to take bigger risks in the Ultimate Universe then he would back home.]] His idea of reinventing himself? Going out and [[spoiler: ''murdering The Kingpin.'']]
* CanonImmigrant: [[spoiler:Earth-616's Mysterio was running operations in Earth-616 and Earth-1610 simultaneously with the use of his robotic avatar Ultimate Mysterio. At the end of ''Spider-Men'', he is incarcerated by The Ultimates in Earth-1610 due to his knowledge of Peter's secret identity in Earth-616.]]
* EvilGenius [[spoiler: Given how long 616 Mysterio has been combating Spidey, you would hope he knows to make a solid impression in the Ultimate Universe.]]
* MasterOfIllusion Much like his 616 version [[spoiler: to the point where it's surprising to learn that Ultimate Mysterio is just a highly advanced android the 616 version made for himself]]
* SmallRoleBigImpact: He is the initial ArcVillain for Vol. 2, though he eventually proves to be less of a threat than The Chameleon [[spoiler: Twins]]. However, his murder of [[spoiler: The Kingpin]] kicks off a mess of trouble due to the resulting EvilPowerVacuum, allowing H.Y.D.R.A. to gain a foothold in New York and Roxxon to expand without any fear of repercussion.
** TheReveal that he is [[spoiler: actually the 616-Mysterio]] comes into play during Comicbook/CataclysmTheUltimatesLastStand as he is the one who is able to identify the monstrous being attacking the world as [[spoiler: 616-Galactus]].
* StageMagician: He uploads his threats on Website/YouTube before he commits a crime. He is fond of theatrics.

[[folder: Lori Baumgartner / Bombshell I]]
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.

* ActionBomb
* BlackSheep: So much so that the courts took custody of Lana away from her declaring her to be an unfit parent.
* BookDumb: Dropped out of high-school and thought Captain America was a professional wrestler.
* GoodParents: 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. This is subject to CerebusRetcon, however; when Lori reappears post-''[[ComicBook/SecretWars2015 Secret Wars]]'' her and Lana's comedically dysfunctional relationship is much, much darker, as Lori is shown to be a controlling alcoholic who abuses her daughter both physically and psychologically.
--> '''Lori:''' Ceres is flying the ship remotely and she'll know if you do anything. What I am saying, darling, is stay here and don't touch anything. ''Or I will actually @!&% kill you.''
* HavingABlast
* LawOfInverseFertility: Apparently, Lori not only had no idea that she was pregnant, she had no intention of having a child as well.
* SirSwearsAlot: Not as bad as her daughter, but it is still apparent enough for Spider-Woman to point out.
* StuffBlowingUp
* WonderTwinPowers

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

[[folder:Aaron Davis / The Prowler / [[spoiler:Iron Spider]] ]]
!!Aaron Davis[=/=]The Prowler

Miles' uncle, estranged from his father. Aaron was a small-time thief with Miles' father in his youth. While Miles' father got out of the trade before he met Miles' mother, Aaron never went straight, eventually becoming the high-tech super-criminal known as the Prowler.
* BadassLongcoat: Which he wears over his skintight suit, for no real reason as far as can be told.
* BadassNormal: It's clear that the Prowler is a very skilled fighter, being able take Spider-Man hand-to-hand. He's also very fit and skilled, being able to adapt to and use a wide range of mechanics and devices that require large amounts of athleticism.
* BlackSheep: His brother (Miles's dad) went straight a long time ago and his nephew is Spider-Man.
* ClothesMakeTheSuperman: His work clothes, which include at least finger lasers. He'll also slip into any powered armor, etc. that's handy.
* CombatPragmatist: He uses lasers in a fist fight, and is not above electrocuting and shredding enemies with a mass-razor launcher in order to facilitate an escape.
* DidNotSeeThatComing: Turns out Scorpion has impenetrable skin. That whole "revenge stabbing" thing was not a good idea, in hindsight.
* EvilCounterpart: In a lot of ways, he's this to Uncle Ben. Both he and Ben are friendly uncles to Spider-Man and act as a mentor. In the end, Aaron is a manipulative ass who tries to exploit Miles and his friendliness is conditional.
* EvilMentor: Decides that his nephew needs guidance -- so that he'll be ready to take out the Scorpion, who stands in the Prowler's way.
* GenreBlind
* HonorBeforeReason: For a certain value of "Honor". After the Scorpion's goons got a little too up-close-and-personal with him during their business transaction, he tries to kill the Scorpion in revenge once the Scorpion calls them off, instead of just finishing their business.
* HotBlooded: He makes some stupid decisions as a result. Trying to use a hold-out device as a regular weapon (it's one-use, hence the "hold-out" part), and threatening the Tinkerer when it doesn't work (he had specified that it was a "getaway jacket" and nothing else), and then immediately killing Tinkerer, ''the guy who makes his equipment'' because the Tinkerer gave him some generic information regarding Spider-Man's origins and Aaron apparently thought it was too sensitive to let him live.
** [[spoiler:This becomes his undoing. Miles and he get into a fight and his recklessness (namely his using a sonic gauntlet in a fight even after seeing it get badly damaged) and disregard for anybody but himself and his own desires gets himself killed.]]
* KilledOffForReal: [[spoiler:Died in Ultimate 12.]]
** BackFromTheDead: [[spoiler:Is revealed to be alive on Earth-616 in ''Spider-Man #234'' and resumes his criminal career as the Iron Spider.]]
* {{Jerkass}}: Davis genuinely doesn't care about anyone but himself and isn't above blackmailing his own nephew to get what he wants.
* MoralityPet: He and Miles actually get along very well, Miles hanging out at his place when he needs to get away from his parents. For his part, Aaron makes sure to keep his criminal activities out of sight and is otherwise a doting uncle, being very encouraging when discovering Miles won the lottery for being accepted in the school. [[SubvertedTrope That gets thrown out the window]] early on once he finds out Miles is the new Spider-Man, at which point [[PoisonousFriend he quickly makes plans to exploit him]].
* NiceJobFixingItVillain: While robbing Oscorp, a genetically engineered spider, very similar to the one that bit Peter, snuck out of its holding chamber and into his bag, later biting Miles when he came over to visit and creating the second Spider-Man.
* NotSoDifferent: Claimed this about Miles with [[spoiler:his dying words]].
--> How about...that? You are...just...like me.
* OhCrap: The Scorpion provides an extended one for him, once it becomes more and more apparent just how dangerous he is. Eventually he's just plain terrified of Scorpion.
* PoisonousFriend: He claims that he's just trying to train Miles out of familial care, but he's manipulative and cruel about it, blackmailing Miles and maintaining that Miles owes him for the powers. It's also clear that Miles is at least in part a tool to get rid of the Scorpion.
* PoweredArmor: [[spoiler:Davis manages to buy a new model of the Iron Spider armor off the black market. This armor supposedly grants him a power-set similar to Spider-Man's.]]
* StarterVillain: For Miles Morales. His familial and emotional connection with Miles make him a far more personal threat then most and he gives Miles the most trouble as he's first starting out.
* SternTeacher: Once he starts trying to get Miles to fulfill his potential. Which he does so by intimidating him and beating him up, though granted Aaron was [[TeachHimAnger planning on Miles' powers to make this backfire on himself]].
* TeachHimAnger: He tries to get Miles to stop holding back as Spider-Man this way.
* WhereDoesHeGetAllThoseWonderfulToys: From the [[GadgeteerGenius the Tinkerer]], of course. Unfortunately, he kills the Tinkerer early on, forcing him pilfer the Tinkerer's stash.

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

A Mexican crime lord who followed The Prowler up to New York for revenge for a double-cross. Once there, he decided the city needed a new Kingpin, and set out to consolidate his territory and terrorize The Prowler. Possesses nigh impenetrable skin and wields a fearsome chained flail similar to a scorpion's tail.

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

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

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

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

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

* AbusiveParents: It has been stated that his dad hated him and even sometimes beat Roxxon.
* BigBadWannabe: He fervently believes in his own abilities, but he just does not cut it as a menacing villain compared to the likes of Osborn. However, he does have money to hire competent people who make up for his incompetence.
* ButtMonkey: Long before his introduction, Roxxon has been regarded as a bumbling oaf who fell into money. His own father abused him and hated him. His own scientists readily acknowledge how crazy insecure he is and only useful for money to fund their experiments.
* CompensatingForSomething: He tries to make up for his lack of intelligence and business skills to compete with the likes of Hammer and Oscorp by hiring scientists to do his experiments without actually understanding what they are doing. The only reason that he lasted so long as a corporation was because Osborn and Hammer took themselves out.
* CorruptCorporateExecutive: This guy takes the cake. He is only formidable because he is extremely rich and desperate enough to make profit to the extent that he suspends ethics.
* DependingOnTheArtist: His appearance changes all the freaking time. About the only thing that remains consistent is his [[GagNose nose]].
** In his first appearance, he's overweight and clean-shaven.
** In his second appearance in Ultimate Enemy, he's suddenly thin and has a moustache.
** In his third appearance, when Miles confronts him, he's suddenly clean-shaven and slightly portly again.
* DisposableVagrant: Roxxon, would kidnap or experiment on people who nobody would miss. There was an entire list of experiments.
* EvilGloating: From the minute Miles and Spider-Woman burst into his office, he starts bragging.
* ItsAllAboutMe: A serious case of this.
* ManChild: His first appearance establishes his backstory as a rich kid that spent his entire life blowing cash on partying until he was forced to take charge of a multimillion dollar company. Explains a lot.
* {{Motormouth}}: Not in the traditional sense, but it's pretty clear his mouth moves much, much quicker than his brain.
* NiceJobFixingItVillain: 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.
* NotSoHarmlessVillain: For all his incompetence and boobery, he still has moments of competence. Not to mention whatever it was he did to Miles' dad all those years ago.
* SmallNameBigEgo: Tries to act like he is "the leader of men" and SHIELD won't take him under custody because he works with them. He turns out to be wrong on both accounts.
* UngratefulBastard: Spider-Man inadvertently saves multiple projects from superpowered mercenaries? Hire other mercenaries to track and kidnap him so you can interrogate him on why he would. Angrily called out by Peter himself, why would you restrain and interrogate someone apparently helping you? No wonder other costumed superpowers are mad with you if this is how you show gratitude.

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

* AdaptationalVillainy: Layla Miller here is a cold-blooded MadScientist and agent of Apocalypse.
* DecompositeCharacter: Samuel Stern isn't the Ultimate universe's Leader, but rather [[ComicBook/{{Excalibur}} Pete]] [[CompositeCharacter Wisdom]].
* HulkingOut: Samuel Sterns
* MorallyAmbiguousDoctorate: All of them.
* UnexplainedRecovery: The last time Nathaniel Essex was seen anywhere, he was in a S.H.I.E.L.D. cell.


[[folder: Anthony Masters / Taskmaster]]
In wake of the recent activities of Cloak and Dagger after they broke loose from Roxxon captivity, Donald was worried that the public would put two and two together and suspect Roxxon of doing something. In spite of it being pointed out that he has plenty of capable employees who could capture the couple, he insists on hiring outside help such as Anthony Masters aka Taskmaster.

* AdaptationalBadass: While the Taskmaster has always been a badass villain, the Ultimate version 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.
* CursedWithAwesome: 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 ''[[Franchise/FridayThe13th Jason Voorhees]]'', both being enormous, [[ImplacableMan nigh-invincible]] men of few words who wear skull-esque masks and NoSell anything their victims throw at them. He even wields a ''machete!''
* HiredGuns
* NoodleIncident: Off-handedly mentions an experience with Wolverine that reinforces his policy to just shoot supers in the head and ask questions later.
* PowerCopying: [[spoiler:He can absorb the power of supers through direct contact of use of super powers. He then can throw it right back at them.]]
* NowItsMyTurn: When Jessica delivers a NoHoldsBarredBeatdown on Taskmaster, she and Miles assume that it is over. However, they are sorely re-missed.
--> '''Miles:''' Nice.
--> '''Jessica:''' Thanks. [[TemptingFate That wasn't so...]]
--> '''Miles:''' [[OhCrap Umm.]]
--> '''Jessica:''' Hard.
--> '''Miles:''' Um.
--> '''Jessica:''' Oh, %@$#
--> '''Miles:''' Yeah.
--> '''Taskmaster:''' (Wearing a depraved and wicked smirk on his face) My turn?
* RaceLift: From Scary white man in a costume to ScaryBlackMan in military gear.
* ScaryBlackMan
* SuperToughness: He can take extreme amounts of punishment that a normal human could not possibly take. [[spoiler: He can also dish it right back as well.]]
* ScrewTheRulesIHaveConnections: When Jessica declares him under arrest under the pretense of being a deputized agent of SHIELD, he laughs at her and states that he does not give a damn about her authority.