- See here for characters in the follow-up, Spider-Man: Edge of Time.
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Spider-Men
In General
In General
- Adaptational Badass: Every one of the four Spider-Men gets this treatment in the game compared to their comic counterparts, which is also justified due to Madame Web's assistance by granting each of them a Spider-Sense, or improving their pre-existing spider-sense, to the point of being capable of X-Ray Vision, and among other things.
- Amazing is capable of morphing his webs into weapons for greater versatility in combat along with many of his movesets involving him uprooting rocks from the ground for attacks. As seen through his 8-Legged Fury combo, he can apparently move fast enough to leave Speed Echoes.
- In the comics, Noir's webshooters weren't capable of shooting webs in a straight line, usually coming out as nets or "sprays". Here, his webs are capable of shooting straight thanks to Madame Web, giving him more versatility. Also, Noir seems to be trained in Chinese martial arts given his 8-Legged Fury combo while his comics counterpart has no such training.
- 2099 can use Bullet Time to better dodge attacks and get around enemy defenses. Also, not only does he have a Spider-Sense, but also the ability of Wall Crawling without needing to use his talons.
- Ultimate has the black symbiote suit and can use it without worrying about corruption. Though it's zig-zagged as his enemies and stages have hazards to prevent him from simply bulldozing his way through.
- Alternate Self: Barring 2099, all of the Spideys are different versions of Peter Parker.
- Badass Bookworm: Fitting Peter Parker and Miguel O'Hara's backgrounds in their respective scientific fields. Amazing's a radiologist, Noir's studying science for college, O'Hara's a geneticist, and Ultimate's the school nerd.
- Deadpan Snarker: A given with Spider-Man in any alternate universe. Even Noir does it.
- Snark-to-Snark Combat: With the villains who actually want to talk to them, and with the beleaguered Madame Webb.
- Healing Factor: All of them have health regeneration. Noir has the fastest health regeneration, as long as he's undetected or hidden in shadows away from enemy fire.
- Endearingly Dorky: They are cool, but the times they're actively trying to be cool are just dorky. Least seen with Noir, who had much of the adorable smashed out of him.
- Improv Fu: The Spideys mostly rely on their acrobatics and super strength instead of any set form. Save for Noir, who somehow knows Chinese Kung Fu.
- Never the Selves Shall Meet: Justified. Neither of the Spideys meets in person until the end of the game as they're more focused on collecting the tablets and preventing the villains from abusing it and shattering all of reality. It's only when they weaken Mysterio in the final boss fight that they meet up together, give a final ass-whooping to Mysterio, and then part ways.
- Nice Guy: They’re all Spider-Men, after all! They’re heroic, and kind, and will always make saving civilians their top priority.
- No-Holds-Barred Beatdown: One of their most powerful moves, Eight-Legged Fury. All of them have a unique, impressive version of the move, as they do to each of their fighting styles.
- Amazing Spider-Man pummels them so fast, he makes Speed Echoes.
- Ultimate Spider-Man unleashes a massive tentacle tackle.
- Spider-Man Noir throws out Chinese Rapid-Fire Fisticuffs.
- Spider-Man 2099 slashes out a massive Spin Attack.
- Pungeon Master: Dear lord. Especially seen with Ultimate, who annoys Electro so much that he tries to strike back with his own puns but fails.
- Resigned to the Call: Originally weren't superheroes, but we all know how that went.
- Jumped at the Call: On the other hand, they have no problems helping Madame Webb. And Noir had absolutely no problems with getting a shot at vengeance.
- Sequel Non-Entity: In Edge of Time, neither Noir or Ultimate makes an appearance besides unlockable costumes.
- Vigilante Man: Technically still outside the law. Most traditionally seen with Noir, whose setting ''needs'' somebody outside the law.
Amazing Spider-Man
Amazing Spider-Man/Peter Parker
Voiced by: Neil Patrick Harris (Shattered Dimensions, console versions), Josh Keaton (Shattered Dimensions, DS; Edge of Time, all versions)
"Who am I to refuse a lovely lady? Lead on, MW."
"Mainstream" Spidey (or the closest character to it) and the one who makes the most use of his webbing - much of his fighting style consists of grabbing nearby objects with weblines and using them to pound on his enemies.
- Clothing Damage: Justified. His costume gradually gains wear and tear from his fights throughout Edge of Time, but it makes sense given that it's a cheap costume compared to 2099's UMF suit.
- Combat Tentacles: In a departure from most depictions of Spider-Man, the Amazing version uses his webs as flails, usually by web-grabbing rocks and slinging them around.
- Dishing Out Dirt: A lot of his more powerful moves involve rocks or boulders grabbed off the ground in chunks to be hurled or slammed against enemies.
- Future Me Scares Me: He isn't fond to learn he becomes a Corrupt Corporate Executive and Godhood Seeker in Edge of Time, even telling 2099 that he thinks he's in "hell".
- Improvised Weapon: He relies more on using objects scattered around the background for heavy attacks.
- Lightning Bruiser: Compared to the other versions, his fighting style moves him all over the place, making him hard to hit, and his attacks incorporate webbing as a weapon to have a really long reach and hit large groups of enemies multiple times very quickly. There's a reason he doesn't have a Super-Meter like the other combat-heavy Spider-Men, besides Noir. He doesn't NEED it.
- To illustrate this, here's his version of the powerful Eight-Legged Fury combo. Whereas 2099, the second fastest Spider-Man, merely does a Spin Attack, Amazing suddenly becomes fast enough to Flash Step and pummel his foes so fast he leaves Speed Echoes!
- Morph Weapon: He can shape his webs into any form he wants them to take, mostly hammers and flails.
- Psychic Link: Has one with Miguel in Edge of Time.
- Ripple-Effect-Proof Memory: Averted at the beginning of Edge of Time, where he and everyone else is affected by the temporal changes made by the time-displaced Sloan. He does however, remember the events of the whole game after helping Miguel return the timelines to normal.
- Unwitting Instigator of Doom: He started the whole adventure by breaking the tablet in the intro, enabling villains across the multiverse to obtain the fragments and gain power from them. A literal case of Nice Job Breaking It, Hero.
- What the Hell, Hero?: When he finds out Mary Jane will die, he chews out out Miguel over his passive The Needs of the Many stance, and flat-out tells him that is not what it means to be Spider-Man. Miguel cedes his point, and goes to rescue her.
Noir Spider-Man
Noir Spider-Man/Peter Parker
Voiced by: Christopher Daniel Barnes
"Say your prayers, punks. Here comes the Spider-Man."
This version of Spider-Man prefers to work at night, where he can hide in the shadows and pick his enemies off at his leisure. He can't take quite as much punishment as the others (hence the stealth), but can still go one-on-one with fragment-powered supervillains.
- Adaptational Skill: Compared to the comics, this version of Noir knows Chinese martial arts when using his version of the 8-Legged Fury combo, implying that he had some martial training prior to the spider bite.
- Always Night: All of Noir's levels take place at nighttime. Understandable, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.
- And Now for Someone Completely Different: The other three Spider-Men travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic fighting styles, usually just charging right in with all guns blazing. Whereas Noir throws you a curveball by always having him running around at night, in a world that has very little color and is usually muted and somber, slowly defeating opponents via stealth and strategically planning out his attacks.
- Anti-Hero: The most brutal when it comes to knocking out his foes, and he mentions he used to kill his enemies.
- Awesome, yet Impractical: A lot of his takedowns are not silent at all, and take way too long to carry out. Close-range takedowns are even worse since you need to be basically touching the enemy to pull it off, which will either leave you exposed to light or let the mooks in the vicinity fire back immediately after you approach, and there's no excuse to even risk it except for the challenges. Longer-range ones are possibly a subversion, as you can drag enemies into the shadows before you knock them out, and then web-zip somewhere else if someone hears you.
- Batman Parody: Unlike the other three, Noir's aesthetic and backstory resemble the Caped Crusader, he operates in the nighttime and uses stealth, and his enemies are reminiscent of Batman's Rogues Gallery.
- Blow You Away: His attack animations have a wind theme to them and their names.
- Dark Is Not Evil: Black all over, and sticks to the shadows to take down foes stealthily and brutally. Still an idealist despite how dark his world is.
- The Dreaded: He's feared by common criminals and supervillains alike. Even Vulture is shown to be afraid of Peter, fleeing from him and attempting to strike a deal before resorting to violence.
- Fights Like a Normal: The other Spider-Men have their durability, so they can just charge in and tank everything. Noir takes on people with guns as a normal unarmed person would: by sneaking up and doing them in silently. Even in direct combat, he barely relies on web powers.
Probably because, at least here, he just got them. Notably, he's the only Spider-Man with any sort of recognizable fighting style, specifically a combination of Good Old Fisticuffs and Chinese Martial arts. Really supports how some think Spidey relies too much on his Spider-Sense. - Glowing Eyes of Doom: Due to the art style of the game, Noir's goggles have a white glow.
- Goggles Do Nothing: Subverted. They hide his eyes and face because they glow in the dark.
- Hypocritical Humor: He calls out Hammerhead's I Surrender, Suckers tactic as a "cheap shot". Yet, Noir's whole gimmick is to stick to the shadows and get the drop on his enemies one by one.
- It's Personal: Notably, unlike the other Spider-Men who simply take the villains as they come, this Peter Parker has suffered much at their hands and HATES them with a passion. Seen especially with Vulture and Osborn, both being responsible for the death of Uncle Ben in this timeline.
- Le Parkour: Since his webs don't shoot straight, Noir usually traverses buildings by running and leaping. Even after Madame Web's assistance, Nior still prefers to travel this way.
- Ninja Run: When he hides in the shadows, Noir runs like this. In the light, he runs normally.
- Ordinary High-School Student: Like with Ultimate, Noir is also in high school.
- Power Incontinence: Downplayed. Prior to Madame Web's Super-Empowering, Noir's organic webshooters didn't function by shooting a line, instead, the webs just "shot everywhere" like in the comics.
- Stealth Expert: Practically walks past outposts filled with armed gangsters, leaving behind webbed-up bodies.
- Vertical Kidnapping: One of his favorite tactics.
- Weak, but Skilled: Unlike the other Spider-Men who can easily tank gunshots and dodge them with ease, Noir has to rely on hiding. However, he's good at it, mastering his web and crawling powers instantly to stealth kill with ease. He even uses Chinese martial arts instead of mere acrobatics or webbing like the other Spider-Men. Best exemplified by his interactions against gun-wielding opponents: to highlight the emphasis on stealth, Noir cannot sustain too much gunfire in comparison to his alternate counterparts, and he also lacks the disarm skill that the other Spider-Men can learn, at least in the console version. Anytime you have to fight mooks in direct combat in the Noir universe, notice how none of them use guns like they do in any of the other continuities.
- Weakened by the Light: Downplayed to an aversion. The light doesn't harm Noir, but it does cause his health bar to regenerate slower.
- Weaksauce Weakness: Unlike the other versions of Spider-Man, Noir takes far more damage from bullets. On a meta-level, this encourages the players to focus more on stealth takedowns than trying to fight the Mooks with guns directly in areas that are uncalled for and are only allowed to do so whenever the level allows it with enemies who don't use guns.
- Working-Class Hero: He grew up in the Great Depression and is currently saving up for college.
- You Killed My Uncle: He wants to take out Vulture personally for murdering and cannibalizing his Uncle Ben.
2099 Spider-Man
2099 Spider-Man/Miguel O'Hara
Voiced by: Dan Gilvezan (Shattered Dimensions), Christopher Daniel Barnes (Edge of Time)
"That's me, out to save the universe and look good while doing it!"
The only Spider-Man in the game who isn't an incarnation of Peter Parker. Has Bullet Time Powers and light-speed attacks.
- Adaptation Personality Change: This Miguel is more fond of quipping and jokes than his comic counterpart, who is normally terse in costume and as smartass as Miguel. He's closer to his canon self in Edge of Time.
- Adaptational Superpower Change: Downplayed. Miguel has all of the same powers as his comic counterpart, but unlike Comics!Miguel, this version is capable of Wall Crawling without needing to use his talons.
- Bullet Time: His Accelerated Vision enables him to slow down his surroundings and make it easier to dodge stuff.
- Character Development: Due to how different Gilvezan and Barnes voiced Miguel, playing both games means a player gets to see Miguel go from a quippy adventurer in Shattered Dimensions to a more sullen and angry individual in Edge of Time.
- Free-Fall Fight: One of his trademarks, falling through the high skies of Nuevo York while beating up bad guys and destroying jet bikes.
- Future Slang: The multi-purpose "shock".
- Lightning Bruiser: Combat speed-wise, he's the second fastest. So fast, in fact, that he leaves after-images behind when he attacks.
- Megaton Punch: Gets the privilege of knocking Mysterio out cold with a giant uppercut to the fishbowl.
- Psychic Link: Sets one up with Amazing Peter in Edge of Time.
- Ripple-Effect-Proof Memory: Since Miguel was standing next to the time portal when the changes happened in Edge of Time, he was unaffected and still remembers the original history. At the end of the game, he and Peter remember the alternate history they prevented and the original history. This is even lectured by Miguel, as he cited Reed Richards' theory that if you were at the center of a temporal change, you wouldn't be affected by it, like standing in the eye of a storm, calling it "the Observer Effect".
- She-Fu: Most visibly out of all the Spider-Men, his attacks are femininely acrobatic. All of his heavy attacks and his Spider Swipe and Spider Fang combos all involve long strings of extended kicks, almost making him a male version of the Kick Chick trope. In the first-person fight segments, he does not close his fist to punch, making it look like a bizarre, futuristic martial art.
- Sir Swears-a-Lot: He frequently says "shock", which is used as an expletive in the 2099 continuity.
- Troll: Once he realizes he can get under Doctor Octopus 2099's skin by reacting aloofly to her inventions, he really gets going.Meh
- Was It Really Worth It?: His reaction to beating Scorpion has him clearly upset that he essentially beat up a mutated man who only wanted to be returned to normal.Madame Webb: Congratulations Spider-Man, the day is yours!
Spider Man: Yeah? Then why do I feel so bad about it? - Wolverine Claws: The claws on his costume aren't just designed. He uses slash attacks a lot. They sadly don't have the Spider Venom he uses in the comics.
Ultimate Spider-Man
Ultimate Spider-Man/Peter Parker
Voiced by: Josh Keaton
"See you later, older and less-cool versions of me."
The youngest of the four. Madame Web provides him with (a new version of?) the black suit, which she telepathically keeps in check so he doesn't go all Evil Costume Switch.
- Adaptational Personality Change: Ultimate Spidey is portrayed as less childish and a little more mature than his comics counterpart, whose youth was emphasized via an increase in whining and complaining as well as much more juvenile quips.
- The Baby of the Bunch: He’s a young teenage Peter Parker while the other Spider-Men are either grown men (Amazing and 2099) or a bit older (Noir).
- Bad Powers, Good People: Justified. While not all symbiotes are evil, many of them can be pretty nasty in their corruption of their chosen hosts. Thanks to Madame Web's control over the symbiote suit, Ultimate Spider-Man is able to operate as a hero while still getting the full benefits of the suit without worrying about corruption.
- Butt-Monkey: Out of all the Spider-Men in the game, he gets the worst treatment.
- Clothes Make the Superman: While he has his own powers, the black suit provides the basis for his fighting style in this game.
- Combat Tentacles: Courtesy of wearing the symbiote suit.
- Dark Is Not Evil: Justified. He wears the symbiote suit but doesn't undergo any corruption by its effects thanks to Madame Web's control of it.
- Divergent Character Evolution: Ultimate Spidey's own unwilling usage of the symbiote helps to differentiate him from his older Amazing counterpart, seeing as his powers and costume otherwise would make him too similar.
- Drama-Preserving Handicap: Justified by virtue of being the only Spider-Man with a further enhancement to his pre-existing superpowers through the black suit, leading to his enemies and stages having something that would keep him from being overpowered through the symbiote's weaknesses.
- Height Angst: Played for Laughs, as several characters mock him for his height.
- Killed Offscreen: Edge of Time has the Miles Morales costume as an unlockable suit, and the bio for it explains that a new Spider-Man lives in the Ultimate Marvel universe. If true then this version likely suffered the same fate as his comic self, though chances are equally as good that he was eventually revived much like his comic counterpart.
- Kryptonite Is Everywhere: Despite Ultimate being theoretically more powerful than the other Spider-Men due to the black suit, he would still be vulnerable to fire, sound, and other symbiotes. The enemies he encounters in his story are Electro, Deadpool (who is incredibly unpredictable and is armed with incendiary explosives), Carnage, and the stages are filled with Mooks and hazards that render any advantages granted by the black suit void.
- Lightning Bruiser: Third fastest of all the Spider-Men, with his black suit powers and his rage mode creating his own unique fighting style.
- Lovecraftian Superpower: He'd typically operate as an Amazing Spider-Man-lite without the unique option of the symbiote using extensions of itself to help him fight.
- Oh, Crap!: As soon as he discovers that he's wearing the Black Suit again in his intro.
- O.O.C. Is Serious Business: For the most part, he's as snarky as the other Spideys... then comes Carnage's level, which has him completely on edge and much more serious (though he still makes some jokes, such as referring to Carnage as "a monster made of malevolent spaghetti").
- Averted otherwise. The black suit notably twisted his personality to become more aggressive and less of a friendly neighborhood Spider-Man, but Madame Web's control over it keeps it in check, allowing Ultimate Spidey to maximize his suit's power without succumbing to its drawbacks.
- Ordinary High-School Student: Just like his comic book counterpart, he used to be this before being bitten by a genetically altered spider. He still fits the bill for being the youngest of the four playable Spideys.
- Super Mode: The Rage Mode. Activate it, keep mashing light attack, and boom, the room is cleared.
- Unstoppable Rage: An ability from the symbiote suit causes him to temporarily become more powerful as he gets angry.
- With Great Power Comes Great Responsibility: Furiously expounds his uncle's philosophy to a terrified SHIELD scientist trying to justify the organization's reckless experimentation on the Carnage symbiote, adding that she would never understand what it means.
Amazing Villains
Kraven the Hunter
Kraven The Hunter/Sergei Kravinoff
Voiced by: Jim Cummings
"Welcome, Spider-Man! Welcome to the jungle!"
A Soviet immigrant and wealthy big game hunter who seeks to hunt down Spider-Man to prove he's the greatest hunter in the world. He captures Spider-Man and traps him in a jungle where he and his disciples are waiting for their chance to kill him over the tablet fragment. Said fragment later gives him super-speed and superhuman agility.
- Affably Evil: He's very polite and has a sense of honor, but will still do anything in his power to add your head to his trophy case.
- Ax-Crazy: He's obsessed with attacking and killing Spider-Man and doesn't go easy on him at all. That being said, he also seems to put his own students through Training from Hell and will even attack them if they break his "hunter's code".
- Badass Boast: Does this before each of his boss battles, fitting for someone who wants to be recognized as a great hunter.
- Bad Boss: He's not above killing his own henchmen to get to Spider-Man, either by accident or deliberately if they displease him.
- Battle Theme Music: "Thrill of the Hunt", a tense song with tribal beats and a male choir. He's one of the few villains whose boss theme doesn't have a "Fragment Mix" in the soundtrack.
- Beard of Evil: Like most incarnations of the character, he has a rugged, rough beard.
- Cold Sniper: At one point in his level, he uses a sniper rifle against Spidey.
- Dual Wielding: Uses two kukris in close combat.
- Egomaniac Hunter: He hunts Spider-Man solely for the sake of having an interesting target and for the recognition it would supposedly bring him.
- Glowing Eyes of Doom: When using the fragment, his eyes glow yellow with power.
- Hunting the Most Dangerous Game: He's obsessed with hunting Spider-Man, a human being with spider powers.
- Husky Russkie: As usual, he's a Russian hunter who is strong and intimidating.
- Kukris Are Kool: His main melee weapon is a pair of kukris that he can use for simple slashing or throwing them like boomerangs at Spider-Man.
- Mundane Solution: When Spider-Man asks how Kraven got his hands on one of the Tablet fragments, he reveals that he simply bought it on the internet, to Spidey's bafflement.
- Super-Speed: Gets superhuman speed and agility from the fragment.
- Villainous Breakdown: His first loss has him curse Spider-Man for humiliating him in front of his students, leading him to finally use the fragment in his possession to give him superpowers, something he refused to do before in order to keep up the "sport" he so desperately craved.
Sandman
Sandman/Flint Marko
Voiced by: Dimitri Diatchenko
"I can control any sand I see, now... Any sand at all!"
A common thug whose body one day came into contact with irradiated sand, merging his cells with it and making him a being who can manipulate and become sand at will. The tablet fragment increases his control over sand and extends it to the entirety of an abandoned mine and surrounding desert area, at the cost of making him spread his own consciousness way too thin and causing him to lose control.
- Battle Theme Music: "Maelstrom", a piece meant to invoke a storm with cymbal beats that resemble the falling of sand grains.
- Dishing Out Dirt: His original power is to control and merge with sand. Exaggerated when the fragment gives him control of a mine in the middle of a desert.
- Glowing Eyes of Doom: Yellow, like Kraven.
- Kill It with Water: All of his boss fights have Spider-Man making him vulnerable to attacks by hitting him with water from barrels or valves.
- Mook Maker: Part of his enhanced control over sand is the ability to create Sand Golems, which serve as his level's mook units.
- Multiple Head Case: In the final battle against him, he becomes three giant heads amidst a sandstorm.
- Talking to Themself: While his sand powers are augmented way beyond normal, the added strain to keep them up requires Marko to spread his consciousness to every part of the quarry he's controlling, eventually making him spread himself so thin that he loses control of his powers and argues with himself over fighting Spider-Man in the final part of the level. One part of him even cries out that Spider-Man can help him stop.
- With Great Power Comes Great Insanity: The fragment allowed Sandman to control more sand and spread his consciousness way more than he was ever capable of. But the act spread his mind too thin, causing him to lose control of himself.
The Juggernaut
The Juggernaut/Cain Marko
Voiced by: Matt Willig
"I'm the Juggernaut, remember? Once I start moving - nothing can stop me!"
The half-brother of Professor Xavier and a recurring foe of the X-Men, he's a man empowered by the Crimson Gem of Cyttorak, which gives him unmatched strength and resilience that makes him an unstoppable force once he starts moving. He accidentally takes one of the tablet fragments with him while escaping from Silver Sable's group of mercenaries, requiring Spider-Man to chase after him.
- Battle Theme Music: A powerful orchestra theme named "Don't You Know Who I Am?!".
- Dishing Out Dirt: In the final fight with him, his ground slams become so powerful that they displace the ground around him into massive shockwaves of rubble.
- Dumb Muscle: His superhuman strength is evidently inversely proportionate to his intelligence, as he mistakes "coup-de-grace" for French cuisine.
- Glowing Eyes of Doom: A darker shade of yellow.
- The Juggernaut: Obviously. Once he starts moving, nothing can stop him. As Spidey demonstrates, this includes when he starts moving down.
- Lightning Bruiser: As is part of the character, he's frighteningly fast for someone that massive, essentially being a human freight train that only stops when he wants to.
- Made of Iron: Due to the Crimson Gem of Cyttorak, he is very difficult to harm.
- Mutually Exclusive Magic: The power of the fragment clashes with the power of his Crimson Gem when he finally uses it. While it makes him even more powerful, it also takes away his resilience and makes it easier to hurt him.
- No Indoor Voice: He has only a couple of lines where he isn't shouting at the top of his lungs.
- Rogues' Gallery Transplant: Juggy's traditionally an X-Men villain. His appearance in the game is most likely a nod to his legendary first encounter with Spidey in Amazing #229 & #230.
- Super-Strength: Already possesses this, but the fragment ramps it up at the cost of his Nigh-Invulnerability.
Mysterio
Mysterio/Quentin Beck
Voiced by: David Kaye
"This is what real power feels like!"
A failed special effects artist and magician who turned to crime after his talents landed him a dead-end job, causing him to become one of Spider-Man's many enemies when the Webhead sent him to jail. The game's main antagonist wants to gather all the fragments of the tablet in order to become the most powerful being in existence.
- Adaptational Jerkass: Mysterio, traditionally, is still evil, but mostly amounts to being a jovial self-aware prankster who happens to have very convincing tech. This one is a full-blown Omnicidal Maniac who wants to destroy all of reality and remake it in his image.
- A God Am I: He turns into a powerful being after getting all the tablet fragments, with the overblown ego to match.
- Ax-Crazy: Goes mad with power and tries to annihilate the entire multiverse.
- Battle Theme Music: "Arcane God", which has four variations to fit with each Spider-Man that battles him.
- Big Bad: of Shattered Dimensions as a whole.
- Black Magic: One fragment of the tablet grants him powerful dark magic. The full Tablet ascends it to full-on reality warping.
- Boss Rush: His strategy against Ultimate Spidey is to summon spiritual versions of past bosses through energy spheres to fight for him. To damage Mysterio in this phase, Spider-Man needs to destroy the spheres.
- Evil Is Petty: Best seen that he mocks Ultimate!Spider-Man for being a young kid, constantly making jokes about his height.
- Evil Sounds Deep: Played with. He deliberately deepens his voice to sound more intimidating, but the Tablet's power makes the deeper tone legitimate. When he's defeated, he's back to whimpering like a coward.
- Large Ham: Being hammy is a staple of the character and actor, considering David Kaye is voicing him with his Megatron voice.
- Light Is Not Good: He uses the power of light against Noir Spidey in the first phase of his boss battle.
- Master of Illusion: His usual modus operandi, using elaborate tricks and his mastery of special effects to play mind games with Spider-Man and any other hero he faces. The fragments then promote him to Reality Warper status.
- Mook Maker: His God form has the ability to summon energy constructs to fight for him.
- Pet the Dog: Is seen caring for fish while in prison after his defeat.
- Reality Warper: He gains the power to manipulate reality itself when he gets the complete tablet.
- Skull for a Head: When in possession of the full Tablet of Order and Chaos, his head inside the glass dome helmet becomes a frightening skull.
- Villainous Breakdown: Goes from declaring himself a god to become increasingly desperate and frightful for his position as you take him down phase by phase.
Tinkerer
Tinkerer/Phineas Mason
Voiced by: Jim Cummings
"Either way, my ro-buts will destroy you."
Phineas Mason was a brilliant scientist and engineer skilled in invention. One evening while closing his repair shop, he came across a confused fleeing Doombot. Phineas took pity on the robot and adopted him. With the emergence of superheroes some years later, Mason began to loathe these beings he considered to use their abilities recklessly. He eventually became obsessed with superhumans so much that he decided to become a supervillain himself, taking up the alias of the "Terrible Tinkerer" and targeting Spider-Man to get rid of him. He actually found two pieces of the tablet, though sold one, as well as some of his robots to Electro.
- Flunky Boss: He never physically fights by himself, you just deal with his robot army off conveyor belts.
- Freudian Slip: He accidentally calls his robots "ro-buts". Spidey doesn't let him live it down.
- Mad Scientist: His goal is to defeat superheroes; primarily Spider-Man with his army of robots.
- Mecha-Mooks: His bread and butter, as well as the actual threat Spidey fights.
- Version-Exclusive Content: To the DS version.
Electro
Electro/Max Dillon
Voiced by: Thomas F. Wilson
"Two can play at that game. Time for some assault and battery!"
A former electrical engineer who was struck by lightning and essentially became a living generator with electrical powers. With his new abilities, Max Dillon turned to a life of crime out of a love for money, though was stopped by Spider-Man every time, leading to a long-standing life of antagonism towards the wall-crawler.
- Affably Evil: When Electro meets Spider-Man, they greet each other with banter like old friends. He's still undoubtedly a dangerous criminal and supervillain, though.
- Friendly Enemy: Throughout the fight, Electro seems to be the only villain who actively enjoys bantering with Spider-Man.
- Lightning Bruiser: In the most literal sense of the term. He hits faster and harder than most of the bosses.
- Pungeon Master: In his confrontation with Spider-Man, he reveals he's been working on electricity-themed puns for the fight banter. They're re-volting.
- Shock and Awe: He is Electro, after all.
- Version-Exclusive Content: To the DS version.
Noir Villains
Hammerhead
Hammerhead/Joseph Lorenzini
Voiced by: John DiMaggio
"Hey spider, wanna go a few rounds?"
Joseph Lorenzini was born with a deformity: he had a flat, thick skull that set him apart from everyone else. He worked as a circus freak under the name "The Human Bulldozer", before being recruited by The Goblin as a lieutenant and loan shark in his criminal empire. He's tasked with getting the tablet fragment to his boss, but ends up using it himself to fuse his own guns to his body, turning his whole skin into metal.
- Adaptational Superpower Change: Unlike his mainstream counterpart, his Hard Head is a result of a natural deformity rather than cybernetic implants.
- Arm Cannon: After being empowered by the tablet fragment, his arms morph into advanced weaponry, namely a huge Tommy gun and a grenade launcher. The credits show him trying to recreate the effect by having his men tie several machine guns to his arms.
- Ax-Crazy: He's more subdued than the usual examples of this trope, but he really lets loose when he gets to shoot Spider-Man.
- Badass in a Nice Suit: A pinstripe tuxedo to better fit the gangster look.
- Badass Normal: He proves to be a formidable opponent in spite of having no powers, until he uses the tablet.
- Bad Boss: Frequently insults and berates his men, pistol whips one of them for not killing Spider-Man, and tells his men to their faces that he has no faith in them.
- Battle Theme Music: "The Hammer Falls", a heavy, jazzy song with strong percussion to imitate the beatings of a hammer.
- BFG: He wields a large gattling gun in his first boss fight.
- Body Horror: The fragment's power turns his Tommy guns into BFGs and fuses them to his arms, not to mention converting his skin into metal.
- Brooklyn Rage: Again, to fit the gangster motif.
- Canon Foreigner: There was no mention of Hammerhead in the Noir continuity. This version was created for this game, precisely because Hammerhead was already such a perfect fit for the Noir universe due to being a perfect Mobster-type villain.
- Combat Pragmatist: Lies about giving up to get a headbutt in on Spider-Man and will wait in the shadows with his Tommy guns ready to fire if it means getting the job done quicker.
- Evil Laugh: Frequently, especially when he's shooting.
- Evil Sounds Deep: Courtesy of John DiMaggio continuing his role from Spectacular Spider-Man.
- Gatling Good: Mounts himself on a Gatling Gun platform surrounded by spotlights for his first battle.
- Guns Akimbo: Two ENORMOUS Tommy guns on each hand. The fragment upgrades them into even BIGGER guns fused to his arms.
- Hard Head: It's in his title. Justified due to being born with a thick skull in this continuity, allowing him to fatally headbutt a regular person and cause Noir to be dazed despite the latter having Super-Toughness.
- Long-Range Fighter: Justified in the first boss fight. Hammerhead may be formidable due to his Hard Head, but he's still going up against the superhumanly strong, fast, and tough Spider-Man Noir. It only takes three good hits for Noir to subdue him.
- Named In The Adaptation: In the game, he gets the last name, "Lorenzini".
- I Surrender, Suckers: Headbutts Spider-Man after faking a surrender in his first boss fight.
- Red and Black and Evil All Over: His suit has a reddish tint to it amidst the black lines, giving this effect.
- The Starscream: It's hinted that he planned to overthrow the Goblin during a conversation with one of his mooks, but he dives into this trope fully when the fragment gives him his power, declaring that he'll eliminate Osborn once he's done with Spider-Man Noir.
- Use Your Head: He at one point knocks out Spider-Man Noir by headbutting him. If it's anything like his mainstream counterpart, there's a metal plate in it that can seriously make it hurt even more.
- Volcanic Veins: Glowing orange veins run over his prominent brow when empowered.
Vulture
Vulture/Adrian Toomes
Voiced by: Steve Blum
"It's time for the Vulture to feast!"
A cannibal and former circus freak who became one of Norman Osborn's subordinates, and the man responsible for the death of Ben Parker in the Noir Universe. He's seeking one of the tablet's fragments under Osborne's orders, but uses it himself and becomes able to teleport as a result.
- Ax-Crazy: A murderous, insane cannibal.
- Bad Boss: Worse than Hammerhead. He threatens to eat his own men should they fail.
- Bald of Evil: Like any usual depiction of Toomes.
- Battle Theme Music: "Scavenger", a sinister jazz theme meant to invoke a sneaky, menacing presence. One of the few themes to not have a "Fragment Mix".
- "Begone" Bribe: He vainly attempts to work out a "deal" with Spider-Man in order to get the wall-crawler to leave him alone.
- Body Horror: His deformities already resemble the effects of this trope, but the fragment mutates him further and causes his teeth to become a bunch of needle-thin fangs on his disgusting mouth.
- Evil Old Folks: He's a disgusting, leathery-skinned old cannibal who is still more than lithe enough to keep up with Spidey.
- Feather Motif: Appropriately enough for the Vulture, his clothes have a feathery look to them. His teleportation also has him shed black feathers each time he uses it.
- "Get Back Here!" Boss: Vulture's whole level has Spider-Man chase him through cramped alleyways and abandoned factories. Even in his boss fight, he'll try to scamper or teleport away into the shadows, requiring Spidey to chase him.
- Glowing Eyes of Doom: Like any fragment user.
- I'm a Humanitarian: In Noir's backstory, he killed and ate Uncle Ben and, as noted before, he threatened to eat his own men should they fail.
- Looks Like Orlok: He ticks all the boxes for this: Undeathly Pallor, bald head, emaciated frame, Pointy Ears, Creepy Long Fingers, hooked nose, mouth full of fangs, Black Cloak... Yep, he’s got them all.
- Red and Black and Evil All Over: His outfit uses a ton of darker shades of red and the feathers on it are all black.
- Teleport Spam: His tablet piece enables him to teleport around the arena.
- Throw Down the Bomblet: He uses Molotov cocktails against Spider-Man, which leads to Spidey having to save people from a burning building at one point. A challenge requires you to make him drop them out of his hands during the final encounter.
- Unexplained Recovery: How did he survive his death in the original series? It's never explained, but it is said by Noir and even stated in the loading screen.Noir: I thought I killed you Toomes, but at least I get to have fun beating you up again.
- Weakened by the Light: Spider-Man Noir stuns him by using searchlights on him during both boss encounters.
The Goblin
The Goblin/Norman Osborn
Voiced by: Jim Cummings
"I have this unfortunate tendency to kill things when I'm bored."
A former circus freak who was constantly ridiculed for his reptilian-like skin, Osborn became one of New York's most fearsome crime bosses and now leads an army of mobsters in order to profit off his victims and debtors, being the one behind the assassination of Ben Parker. Spider-Man Noir tracks him down to the abandoned carnival he once lived in, with Osborn having already used the fragment's power to make himself a proper monster.
- Achilles' Heel: The glowing spot on his back.
- Arc Villain: Of the Noir levels. All of the criminals Noir fights, including Hammerhead and Vulture, are members of his gang.
- Ax-Crazy: More along the lines of a psychopath who cares little for his men and even less for his victims.
- Bad Boss: Like the other two, he's not above threatening his henchmen, and during his last boss fight, where mooks appear, he won't give them a sign he's about to attack and will usually hit some of them while attempting to attack Spider-Man Noir. There's even a challenge for getting Goblin to hit ten of his own men during the boss fight.
- Battle Theme Music: "Freak Show", which is Creepy Circus Music of the highest quality.
- Circus Brat: He spent his whole childhood as a circus freak in a cage for the crowd's enjoyment. No wonder he's so evil.
- Cursed with Awesome: Those scales that made everyone think him a freak protected him from the spider bites in the original series, and the tablet increased their durability to the point of being Nigh-Invulnerable. A justified example, of him being thought of as a freak was his Start of Darkness.
- Evil Sounds Deep: Appropriately for the leader of the mob in the Noir Universe's New York.
- The Freak Show: Was a member of this in his earlier years.
- Hulking Out: His fragment causes him to become an obscenely muscular goblin monster.
- Insufferable Genius: Seems to invoke this somewhat. He refers to the people Spider-Man Noir saves as, "blithering imbeciles," and can be heard explaining things to his men repeatedly and calling them idiots as well.
- Super-Scream: In the final fight with him, he can use his roar as an attack to knock Spider-Man off the rafters in the big top.
- Super-Strength: His fragment gives him superhuman strength, enough to rip wooden poles from the ground and use them as blunt weapons.
- Surrounded by Idiots: Can be heard saying this word-for-word occasionally throughout his stage.
Boomerang
Boomerang/Fred Myers
Voiced by: Jim Cummings
"You sure picked a G'day to die."
An Australian thief who stole a piece of the tablet during a museum heist. True to his name, he uses boomerangs as his primary weapon.
- Awesome Aussie: A villainous example. He uses boomerangs, wears an outfit inspired by the ANZAC
uniforms of World War I and integrates Australian slang into his battle dialogue. - Battle Boomerang: It's in his name, after all.
- Canon Foreigner: While based on the 616 version of Boomerang, he has no counterpart in the Noir universe.
- Version-Exclusive Content: To the DS version.
Calypso
Calypso/Calypso Elizi
Voiced by: Jennifer Hale
"For tonight, I, Calypso, bring my love back from the dead."
A voodoo priestess of Haitian descent who fell in love with a Russian hunter named Sergei Kravinoff, who is now deceased. She plans on using her magic powered by a shard of the tablet to revive him from the dead.
- Canon Foreigner: Much like Boomerang, she has no version of herself in the Noir universe. Subverted, however, as Kraven does.
- Flunky Boss: She summons zombies to serve as meat shields while she blasts Spider-Man with energy blasts from behind.
- Hollywood Voodoo: Her magic isn't representative of real Haitian Voudo, and moreso just European witchcraft with a Haitian appearance.
- Love Makes You Crazy: All she does is simply to bring her lover Kraven back from the dead.
- Teleport Spam: She constantly uses her magic to teleport to avoid being hit by Spider-Man.
- Version-Exclusive Content: To the DS version.
2099 Villains
Hobgoblin
Hobgoblin
Voiced by: Steve Blum
"You can call me... the Hobgoblin! Every Spider-Man needs one."
A possibly synthetic lifeform created by the Alchemax Corporation to fight Spider-Man. He uses one of the tablet fragments to gain the ability to create copies of himself, coupling it with his own power to manifest a nightmarish dimensional field.
- Ambiguously Human: The game deliberately leaves unanswered just what this Hobgoblin is. He does possess a rational thinking mind, but we never learn if he is (or used to be) human or just some lab-grown creature, or even if that is a costume he wears or if that is his actual body. The best we get is Spider-Man 2099 being shocked at the fact his wings are made of nanofiber.
- Ax-Crazy: Even moreso than the other villains in the game, simply by virtue of wanting to kill and destroy people without any real cause or motivation besides chaos.
- Bald of Evil: Assuming that's not a costume, he has no hair.
- Battle Theme Music: "Unfriendly Skies", a tense and dramatic techno theme with orchestra instruments to better fit the frantic pace of his battle.
- Canon Foreigner: There was no equivalent to the Hobgoblin in the 2099 comics. This version was made specifically for this game.
- Doppelgänger Attack: His fragment power enables him to attack Spider-Man 2099 with copies of himself.
- Horned Humanoid: Likely to give him a more "bestial" design compared to usual depictions of the Hobgoblin in the Spider-Man books. Fittingly, this is the craziest, most psychotic villain in the game.
- Large Ham: Treats the fights with Spider-Man and the mass destruction he brings like fun and games, with the hammy delivery and snarky quips to boot.
- Laughing Mad: A lot, to the point even Spidey 2099 gets sick of it.
- Legacy Character: He chooses to name himself Hobgoblin as a sort of tradition, noting that every Spider-Man needs one.
- Mad Bomber: His main form of attack is to manifest small bombs from his hands and throw them at Spider-Man. You're naturally allowed and even told to throw them right back.
- Mix-and-Match Man: Was hinted to be cloned from the DNA of the various Green Goblins and Hobgoblins, as his bio states their graves were robbed shortly before his creation.
- Palette Swap: Well, he does look like Goblin 2099, the Green Goblin's Legacy Character, in Hobgoblin colors.
- Reality Warper: The fragment allows him to summon a vision of hell filled with gargoyles.
- Troll: When first confronted by the Public Eye, he loudly calls Spider-Man his partner-in-crime so they'll start attacking him too.
- Winged Humanoid: Different from the other Hobgoblins faced by the Spider-Men, this one has actual wings instead of a glider.
Scorpion
Scorpion/Kron Stone
Voiced by: John Kassir
"Will hurt others if followed!"
Miguel O'Hara's half-brother and childhood bully, Kron was mutated by a gene splicer accident into a hulking creature resembling a scorpion, now desperately seeking to reverse the mutation. The head of Alchemax's "Shadow Division" promised to reverse it in exchange for the fragment, which gave Scorpion the ability to generate acidic eggs that hatch into scorpion creatures that attack anyone nearby.
- Acid Attack: He can shoot jets of Hollywood Acid from his tail.
- Anti-Villain: While he wasn't a nice guy before he became Scorpion, it's made incredibly clear that he just wants to be human again, nothing else.
- Battle Theme Music: "Aberration", a dark techno theme with scuttling sounds. It lacks a Fragment Mix.
- Beware My Stinger Tail: Like his namesake, he has a large tail with acidic poison that he can use to attack Spider-Man.
- Composite Character: Despite the 2099 universe being based on the classic version (including Miguel being an adult as Spider-Man rather than starting out as a teen as Peter did), the fact is they opted to make Kron Stone Scorpion ala Timestorm: 2009-2099 rather than Venom as in the classic 2099 universe.
- Lightning Bruiser: He's larger than Miguel, but is incredibly agile, and strong enough to tear apart three Public Eye drop ships with little effort.
- Hollywood Acid: He can fire it out of his tail, and it's strong enough to eat through metal and reinforced glass with ease.
- Hulk Speak: He speaks in incomplete sentences.
- Mook Maker: His tablet fragment seems to have made him this, as Miguel notes that he couldn't to it before. He wastes no time sending his spawn as minions to battle Miguel.
- Scary Scorpions: Both him and his spawn are vicious scorpion-like monsters.
- Token Good Teammate: Along with Ultimate Deadpool. He's the only villain in the game whose motivations are more nuanced than wanting to fight Spider-Man or attain greater power. Kron is clearly struggling with his animalistic instincts and just wants to be human again.
- Tragic Monster: Kron desperately wants to return to normal and is mainly acting on his frazzled instincts, causing Miguel to take pity on him and feel awful after defeating him.
Dr. Octopus
Dr. Octopus/Dr. Serena Patel
Voiced By: Tara Strong
"I could kill you or I could explain everything and then kill you. I think I'll just kill you."
The head of Alchemax' Shadow Division, responsible for the creation of high-tech weapons and bio-technology. The influence of the fragment drove her into megalomania and now she's directing all of her division's efforts into making mutant creatures to serve under her in a bid to take over the world.
- Affirmative-Action Legacy: A female successor to the male Doctor Octopus.
- Arc Villain: Of the 2099 levels. She's responsible for creating Hobgoblin and recruiting Scorpion to her cause.
- Ascended Fangirl: Serena's in-game bio states that she idolized Otto Octavius, hence why she emulates his appearance and tentacles.
- Badass Bookworm: An intelligent villain who uses her intellect to fight Spider-Man 2099.
- Bad Boss: Lampshaded, as she states that she imprisoned her scientists for accusing her of megalomania.
- Barrier Warrior: Uses force fields to shield herself during her fight.
- Battle Theme Music: "Femme Fatale", a techno song with a prevalent all-women choir, given she's the only female boss in the game. It lacks a Fragment Mix.
- Berserk Button: Miguel's "meh" at her invention, which is literally the only one of its kind, is what really starts getting her raging. Miguel continues this until her Villainous Breakdown.
- Combat Tentacles: She uses her robotic tentacles to fight Spider-Man 2099.
- Canon Foreigner: Like Hobgoblin, Doc Ock never had a Legacy Character in the 2099 universe. The 2014 series would introduce one, but that version is a male Atlantean.
- Deadpan Snarker: Drier than Spidey's, but her sarcasm is just as biting.Doctor Octopus: I'm Serena Patel, head of Alchemax's Shadow Division.Spider-Man: Never heard of it.Doctor Octopus: Yes. That's why it's called "Shadow Division?"Spider-Man: Ah, Touché.
- Expy: Seems to be one of Carolyn Trainer, Otto Octavius's short-lived successor during The Clone Saga.
- Legacy Character: Invoked; her bio states that she took the Doc Ock title because historical records indicated that the original was (is?) the one who finally put the web-slinger down.
- Motherly Scientist: She cares for her experiments like a mother.
- Ms. Fanservice: While more modestly dressed than many female supervillains, a lot of emphasis is placed on her prominent posterior.
- Plug 'n' Play Technology: Uses her tentacles to connect herself to giant mechanical arms and her energy reactor.
- Snark-to-Snark Combat: Instead of just asking Spidey to shut up, THIS Doc Ock can actually keep up with him. Well, until her Villainous Breakdown anyway.
- Steven Ulysses Perhero: Not as obvious as her predecessor, but "Serena" is a homonym of "cirrina", which is a sub-species of octopus.
- Villainous Breakdown: Goes from megalomaniacal arrogance to homicidal rage as Miguel foils her plans.
Vulture
Vulture
Voiced By: Steve Blum
"Who are you calling stupid, insect?"
A crime lord from Nueva York's Downtown capable of flight through the use of a specialized flight harness.
- Adaptational Dumbass: Despite how straightforward the original Vulture 2099 was, he still had his cunning moments. In the game, however, he doesn't even know spiders aren't insects and is unable to think of a comeback to Miguel's banter.
- Adaptational Nice Guy: While he's still undoubtedly a villain, no mention is made of his comic counterpart's cannibalism.
- The Brute: Given his aforementioned dumbing down and Miguel calling him a "stupid birdbrain", this is a given.
- No Name Given: Much like his comic counterpart, we do not know his real name.
- Version-Exclusive Content: To the DS version.
Silvermane
Silvermane/Silvio Manfredi
Voiced By: Steve Blum
"You don't live for almost 200 years without learning a thing or two."
A Maggia crime boss born in Italy in the early 20th century who moved to New York and became an adversary to the original Spider-Man. He was later given cybernetic enhancements that allowed him to live as a cyborg for almost another century until 2099.
- Canon Foreigner: Suberted. While Silvermane in this form doesn't exist in the 2099 comics, it's stated that this is the original Silvermane from Peter's day, only much older and alive thanks to his cybernetics.
- Cyborg: How he survived for so long. He makes use of it during his boss fight.
- Mighty Glacier: He has a lot of health, and his body is large, bulky, and packing heat.
- Really 700 Years Old: He's nearly 200 years old thanks to his enhancements
- Version-Exclusive Content: To the DS version.
Ultimate Villains
Electro
Electro/Max Dillon
Voiced By: Thomas F. Wilson
"YES! It's like my powers are totally unleashed - now I can absorb ALL this energy! ENERGY WITHOUT LIMIT!"
A test subject for Justin Hammer Jr.'s bio-engineering experiments, Max Dillon became a being capable of absorbing and discharging electricity from his body in lethal amounts. He uses a fragment to maximize his energy absorption capacity and drains all the power in a hydroelectric facility to strengthen himself into a titan.
- Bald of Evil: One of the identifiers for the Ultimate version of Electro.
- Barbie Doll Anatomy: As far as the viewers are concerned, he has no visible genitalia. Spidey apparently isn't so lucky, as his comments imply that he does have genitals even if the player can't see them. ("Oh, dude, pants! No one wants to see your junk!").
- Battle Theme Music: "Overload", which is meant to invoke the feeling of building danger and tension. Fitting, considering Electro is doing just that throughout the level.
- Butt-Monkey: Out of all the main villains, Electro gets by far the least respect from his universe's Spidey, who barely takes him seriously as a threat. Worse, Electro is apparently too Drunk with Power to notice most of Spidey's barbs at his expense.
- Drunk with Power: Becomes addicted to the power his fragment gives him, to the point that he proudly proclaims to have "become a being of pure energy" ("with no pants!") before the final showdown.
- Full-Frontal Assault: Spidey mocks him for fighting him naked at every opportunity.Electro: I'm becoming more than powerful! I'm becoming unstoppable!Spider-Man: But you're still not wearing any pants, so two steps forward, one step back.
- Giant Hands of Doom: The final boss battle against him has him become gigantic and try to swat Spider-Man with his hands.
- Large Ham: He's voiced by Thomas F. Wilson. You'd kind of expect him to be hammy.
- Make My Monster Grow: After absorbing enough energy, Electro becomes a towering giant.
- Mook Maker: Creates "little zappy things" to fight Spidey.
- Psycho Electro: The Ultimate version of the Trope Namer.
- Shock and Awe: As usual for the character, he fights his enemies by electrocuting them.
Deadpool
Deadpool/Sergeant "Wadey" Wilson
Voiced by: Nolan North
"Hi, Ma! And welcome to Pain Factor! The only show where you compete for your life!"
While Ultimate Deadpool is a Gulf War veteran and anti-mutant extremist turned into a cyborg, this version seems to be an alternate take on his usual mainstream self, a fourth-wall-breaking mercenary with a goofy demeanor blanketing his actual proficiency with deadly weaponry. Regardless, he challenges Spider-Man to take part in his game show, Pain Factor, in order to acquire one of the fragments, which he uses to split himself into three.
- Adaptational Nice Guy: He's still a supervillain here, but he isn't a bigot hunting mutants for sport like his comic book counterpart was and is quite affable when interacting with Spider-Man.
- Adaptational Personality Change: Ultimate Deadpool was a completely unsympathetic anti-mutant bigot in the comics with little in the way of the meta-humor and general wisecracks of his mainline counterpart. This version of Ultimate Deadpool is effectively just his mainline counterpart put in the Ultimate universe and doesn't seem to possess anything in the way of the bigotry his comic book counterpart had, with the only thing retained from the original Ultimate Deadpool being the fact that he runs a game show.
- Badass Normal: Even discounting the healing factor, Deadpool is known for being a deadly opponent simply because he's a skilled mercenary with lethal weapons at his disposal. Although defeating him doesn't really knock him out as much as "puts him to sleep".
- Battle Theme Music: "Where's My Guitar Solo?", an epic remix of the Pain Factor level theme. Another boss theme without a Fragment Mix.
- Breaking the Fourth Wall: It's Deadpool, so this is a must. That being said, the usage of this trope here is notable, given that Ultimate Deadpool LACKS is his mainstream self's medium awareness.
- Came Back Wrong: The game handwaves his goofier demeanor in the plot as his mind is thrown out of whack after his fight with Spider-Man and the Ultimate X-Men and somehow getting resurrected afterward.
- Composite Character: Basically classic Deadpool in the Ultimate Universe.
- Doppelgänger Attack: His fragment of the tablet splits him into three versions of himself with different weapon expertise each. The boss fight consists of taking them down without getting overwhelmed by enemies with wider, more varied attack patterns.
- Dirty Coward: Hilariously so. When you defeat him in the first half of his level, he runs off to... uh... floss. Or maybe he's just running away like a sniveling coward to get a dictionary and look up "sniveling."
- Expecting Someone Taller: Quotes this to Spidey's face before the first fight with him.
- Fiction 500: Somehow, subsiding on fans buying his merch and the money from his mercenary missions allowed him to acquire two oil rigs and God-knows-how-many tons of dynamite to create a TSUNAMI, all in a bid to mess with Spidey and keep the fragment to himself.
- Fluffy the Terrible: One of his Huge Fans is beautifully named "Beauregard".
- I Surrender, Suckers: Baits Spider-Man with a fake fragment so he can use the real one.
- Large Ham: Again, it's Deadpool. This is a must.
- Medium Awareness: As usual, he's perfectly aware of what medium he's in, and will directly reference several video game tropes.
- Moment Killer: The first fight with a Huge Fan is interrupted by the "commercial break" he calls so his regular mooks can swarm into the room and attack Spidey.
- Motor Mouth: Part of his appeal. He's not known as the "Merc with a Mouth" for nothing.
- Non Sequitur, *Thud*: "We'll be right back after... these messages."
- The Television Talks Back: Showing his Medium Awareness by taunting Spidey when he monologues about who Deadpool is going to call for his "game show".
- Token Good Teammate: Something shared with the more overtly sympathetic and tragic Scorpion 2099, as Deadpool is really just a neutral mercenary. It's unknown how he got the tablet, but everything indicates he only did it to mess with Spider-Man.
Carnage
Carnage
Voiced by: Fred Tatasciore
A vampiric organism resulting from a mixture of several unstable strands of DNA, Peter Parker included, created through Richard Parker's research into symbiotic suits. The Ultimate Universe's version of S.H.I.E.L.D. conducted experiments on it due to Carnage's reaction to the tablet fragment they acquired, but this only served to make him turn the people he kills into symbiotic zombies, and a containment breach causes him and his newfound horde to run amok in the Triskellion.
- Ax-Crazy: Wouldn't be Carnage without the insane fixation on killing people.
- Battle Theme Music: "Trail of Blood", a panic-inducing boss theme to better summarize how horrifying his level is.
- Blood Lust: The Ultimate version of Carnage is known to drain his victims' blood and leave empty husks behind.
- Combat Tentacles: As usual for a symbiote.
- For Science!: S.H.I.E.L.D.'s justification for letting it anywhere near the fragment. It went about as well as you'd expect.
- Knight of Cerebus: Carnage has what's probably the most downright terrifying level for Ultimate Spidey, has no humorous quirks like the other two Ultimate Spidey villains (Electro, at least, is an entertaining Large Ham and Deadpool's just plain hilarious), and is generally the only opponent Spider-Man has less funny comments toward.
- Mook Maker: Spawns symbiote offspring in the latter half of its stage, and the infected corpses of all the soldiers it killed make up the majority of the mooks of the stage.
- Person of Mass Destruction: Getting its hands on the fragment was all it took to break loose, and by the time Spider-Man gets there the Triskelion is a flaming wreck and most of the staff have been turned into zombies. It gets to the point where an entire Helicarrier is brought down.
- Reused Character Design: Carnage's design in this game is, appropriately, almost identical to his Ultimate Spider-Man (2005) model. The only differences are some minor changes to his eyes, less of a glow on his chest, and more realistic proportions compared to that game's more cartoonish artstyle.
- Samus Is a Girl: Believe it or not, but this Carnage is actually Gwen Stacy. Or at least, her clone.
- Shout-Out: It's powers function similar to Alex Mercer, such as its groundspike move.
- The Unintelligible: It mainly "speaks" in roars and growls.
- Weak to Fire: Its biomass is unable to withstand intense heat, much like Spidey's own symbiote suit in the Ultimate Universe, which is why S.H.I.E.L.D. dispatches mechs with built-in flamethrowers to fight the zombie hordes.
- Wolverine Claws: Has retractable claws.
- Zombie Apocalypse: What the fragment enables it to cause.
Other Characters
Madame Web
Madame Web/Cassandra Webb
Voiced by: Susanne Blakeslee
- Big Good: She qualifies as the most important good character because she asks for the other Spider-Men's help after Amazing broke the tablet, and gives advice and helpful abilities to each of them.
- The Comically Serious: Occasionally tries to give the Spider-Men her own puns. Her incredibly deadpan delivery sells them.
- Damsel in Distress: She is held hostage by Mysterio late in the game.
- Deadpan Snarker: When you have four different Spider-Men and you have nothing to do but watch them and talk to them, Snark-to-Snark Combat is your only method of keeping your sanity.
- Mission Control: She keeps in contact with the Spider-Men to guide them on their missions.
Silver Sable
Silver Sable/Silver Sablinova
Voiced by: Jennifer Hale
- Bounty Hunter: She's trying to capture the Juggernaut. She sets her sights on Spider-Man as a secondary target.
- The Gunslinger: A competent bounty huntress with guns.
- The Unfought: You never fight her or see her outside of her helicopter, while her Wild Pack serves as the stage's Mooks.
Spider-Ham
Spider-Ham/Peter Porker
Voiced by: Kevin Umbricht
- "Nuff said kids. Nuff said."
- Brick Joke: Amazing Spidey notices him in the wall behind Madame Web that has images of various alternate universes and asks, "Is that a cartoon pig?" He then appears during a point in the credits, but he's too late to help.
Kraven the Hunter
Kraven the Hunter/Sergei Kravinoff
- The Lost Lenore: Gender-inverted version of Calypso, as his death sent her into a spiral to revive him.
- Posthumous Character: He was Calypso's lover until his death. Her attempts to revive him through voodoo are her primary motivation.
- Version-Exclusive Content: To the DS version.
