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Character sheet for the ever-expanding, colorful cast of Spider-Man's ultimate incarnation. For characters from the Ultimate Spider-Man animated series, see here.

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Main characters from Volumes 1 & 2

    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.

  • 100% Heroism Rating: Initially and per tradition, the Ultimate Marvel version of Peter Parker as Spider-Man is a Hero with Bad Publicity and the public has a very divisive opinion towards him, with J. Jonah Jameson often slandering the former, publishing awful stories about him in the Daily Bugle. This changed after Ultimatum where JJJ's wife was killed in the event and he witnessed Spider-Man valiantly risking his life to save people during the big flood. From then on, he decided that he Must Make Amends and retracted himself, treating Spider-Man as an Ideal Hero instead, moreso after learning of Peter's identity, even giving the latter another job and promising to pay for his college tuition. His popularity soared, and when he died and his secret identity became public knowledge, he reached 100% adoration rating.
  • Adaptational Jerkass: To a much lesser extent than pretty much anyone else in the Ultimate Marvel universe, to the point where he's one of the very few truly good and decent heroes in the Ultimate universe. He does have some moments of this, however, especially early on in the series before the Comes Great Responsibility lesson truly sinks in.
  • Adaptational Job Change: In the original Spider-Man comics, Peter makes a living by selling photographs to the Daily Bugle. In this version, his photos aren't good enough and he instead gets a job developing the Bugle's web site.
  • Alliterative Name: He's a re-imagining of the trope codifier in comics. Peter Parker.
  • Always Save the Girl: He has made several rescues at his own expense to rescue female friends. Although this really has no exception as he would save anyone regardless of the gender, he makes greater strides for his love interests.
  • Ambiguously Jewish: He sometimes speaks Yiddish, although this has more to do with Bendis being Jewish. Lampshaded in an issue, where he states he's not even Jewish.
  • Animal Motifs: Take a wild guess.
  • The Atoner: Everything he does is to make up for his failure to save his beloved Uncle Ben.
  • Back from the Dead: On the last page of Miles Morales: Ultimate Spider Man #1, Peter shows up demanding that Miles return his web shooters and relinquish the identity of Spider-Man. He later returns the web shooters and gives his blessing to Miles. It's later revealed the OZ in his system made him immortal.
  • Badass Bookworm: He's one of the smartest kids in his class, at one point snapping at a professor that he could teach better than him.
    • According to the Ultimate Doomsday arc, Peter was supposed to take a test and find out that he had the IQ of 145.
  • Berserk Button: Outside of messing with his family, the thing that really ticks Peter off is when you're an authority figure who tries to withhold information from him.
  • Beware the Nice Ones: You DO NOT want to threaten his loved ones. The results will not be good for you.
  • Big Damn Heroes: In Miles Morales: Ultimate Spider-Man #4, he joined the fight between Miles and Green Goblin and subsequently rescued Miles from danger.
  • Big Good: Was shaping up to be this. He is one of the only nice heroes and a Morality Pet for some such as Nick Fury. Many characters think he is destined to be the greatest hero the Earth has ever seen. This gave his death an even bigger impact.
  • Boxing Lessons for Superman: Discussed with MJ after his first fight with Doc Ock, but ultimately (har har) never followed up on.
  • Breakout Character: To explain, Ultimate Spider-Man was originally just supposed to be a mini-series; a modern reinterpretation of the Spider-Man Origin. Similar to Spider-Girl, sales were so phenomenal that Marvel decided to create an entire new universe. For a while as well, sales of Ultimate Spider-Man completely eclipsed the sales of Amazing Spider-Man (the actual Flagship Title).
  • Brilliant, but Lazy: Summed up perfectly here.
    Teacher: Excuse me, Mr. Parker, where are you going?
    Peter Parker: Bathroom.
    Teacher: You sit down right this—
    Peter Parker: Or what? You'll fail me? I could teach this class.
  • Brooklyn Rage: The quintessential New York superhero.
  • Buffy Speak: Almost more than mainstream Peter. And that's saying something.
  • Butt-Monkey: He's suffered a lot, and in the rare moments something good happens to him in most cases it's temporary.
  • Building Swing: As usual, he uses his webs to get around in this manner.
  • Car Fu:
    • Once put down Omega Red by dropping a fork lift on him.
    • While bleeding out from a gunshot wound, he beats the Green Goblin to death with a truck.
  • Chronic Hero Syndrome: Oh, so much. In the end, it's what gets him killed.
  • Clark Kenting: Absolutely averted. Every major villain in his rogue gallery learns who he is at some point in the story. Nearly everyone in his supporting cast (save for Flash Thompson) learns as well.
  • Clueless Chick Magnet: A great deal of the female superheroes (and a few supervillains) he's met have been attracted to him.
  • Comes Great Responsibility: Part of the motto he inherited from his uncle, and the reason he does what he does.
  • Cool Loser: Subverted. He may have some friends around him, but they are usually Mary Jane's friends as times when they break up, those "friends" aren't around him much.
  • Cursed With Awesome: Being Spider-Man destroys his academic career, and any chance of happiness he has. On the other hand, he's capable of web-swinging all over New York, and has the chance to do some serious good in the world.
  • Dead Alternate Counterpart: Is this to his 616 counterpart after the events of "The Death of Spider-Man". 616 Peter deals with quite a bit of flak for this when he crosses over to Earth-1610 in Spider-Men, most people believing him to be a lunatic disrespecting the memory of 1610 Peter.
  • Deadpan Snarker: Peter incorporates this into his fighting to distract his opponents and get them to slip up.
  • Declaration of Protection: When Norman tries to kill Miles Morales, Peter intervenes, calling Miles the "president of [his] fan club" and threatening to "smack the ugly off of [him]" if he keeps at it.
  • Deconstruction: Shares this aspect with the original's early days. Ultimate Pete learns a lot about the realities of being a teen hero, especially when Government-sponsored heroes are nearby and could easily track him down.
  • Determinator: Even when he's over his head, he keeps going.
  • Digging Yourself Deeper: When Johnny walks in the door proclaiming he made out with a hot female superhero, Peter gives a rundown of all the attractive heroines he's met - much to the displeasure of Gwen, who was his girlfriend at the time.
  • Dork Knight: He is a nerd and gets picked on at school for it, but he's still a superpowered nerd who if he wanted could easily beat up said bullies.
  • Doom Magnet: Bad things happen to him on a regular basis. Hey, he is Spider-Man.
  • Dude, Where's My Respect?: He's arguably Marvel's definitive example of this trope, and somehow an even worse example than the main-continuity version. The Ultimates, with the exception of Iron Man and Thor, find him an annoying wannabe and dismiss him out of hand, Daredevil once beat him up for trying to fight crime, and Carol Danvers outright resents his very presence in New York.
    Captain America: [after just telling Peter at length why he's a bad super-hero] This isn't going to be easy for you to hear—
    Spider-Man: You're about to say something even more insulting?
  • Dying Moment of Awesome: Has one during his final battle with the Green Goblin.
  • Earn Your Happy Ending: Spider-Men II reveals that after Miles leaves and becomes Spider-Man of the 616 universe, Peter takes back his title as the Spider-Man of the Ultimate Universe and has finally joined the Ultimates while still happily dating M.J.
  • Endearingly Dorky: Just as dorky and awkward as you would expect. One issue shows us Peter when he was a little kid, where he takes this Up to Eleven.
  • Establishing Character Moment: In his very first scene, he is studying chemistry in the school's cafe, and gets bullied by the other guys.
  • Expressive Mask: His eye lenses often change shape to convey emotions.
  • Failure Hero: He is driven to heroism by his failure to save Uncle Ben and protect the original Gwen Stacy.
  • Fire-Forged Friends: With most of the other teenage superheroes.
  • Fragile Speedster: Due to being young he's not as strong or durable as Earth-616's Peter Parker, being capable of lifting roughly 5 tons, but he's just as agile and can still hit like a truck.
  • Geek Physiques: Partly on account of still being a scrawny teenager who doesn't have much time to eat (inbetween the carb-burning that is running around New York), he's not quite as buff as his adult counterpart.
  • Genius Bruiser: He's the smartest kid in his class, but hits like a truck. At one point, Iron Man takes note of just how smart Peter is by noting he knows about the tech in Tony's armor. Only five people in the world, according to Tony, know how it works.
  • Guilt Complex: Exploited for all the angst it's worth and even lampshaded.
    Peter: I feel bad.
    Mary Jane: Yeah but that's your default setting.
  • The Heart: For the entire Ultimate Marvel. He's the moral and emotional center, both in life and during his "death" with even the jerkier Ulimates like Nick Fury, Captain America, and others considering him their Big Good.
  • The Hero Dies: Pete's shot by the Punisher and slowly bleeds out while fighting the Sinister Six, dying just after seemingly killing the Green Goblin.
  • Hero with Bad Publicity: Until J. Jonah Jameson writes an article taking back everything he said about Spider-Man, after seeing him selflessly trying to save as many people as he could during Ultimatum, and even then regular citizens and police officers tend to knee-jerk blame him for the occasional supervillain attack before he gets away. Comments suggest some of it might come from assumptions that he's a mutant.
  • Heroic Sacrifice: Peter took a bullet for Captain America, and when the Sinister Six attacked his home proceeded to fight them all off before dying.
  • Hippie Parents: Uncle Ben and Aunt May raised him. This shapes his outlook a bit, especially when asked why he doesn't use his Spidey fame for profit, and why he is reluctant to join SHIELD.
  • Hollywood Dateless: Averted: if you were to pick up a random issue of the series, chances are Peter will have a girlfriend.
    • Times without a girlfriend? After the Public Scrutiny arc (Ultimate Spider-Man #32), MJ broke up with him. It's only temporary, and they get back together 9 issues later.
  • Hormone-Addled Teenager: Lampshades it in the third Annual, when he and MJ discuss taking their relationship to the next level.
    MJ: You want to.
    Peter: Oh I do.
    MJ: You're a guy.
    Peter: Yes. Card-carrying pig, right here.
  • Hot-Blooded: Peter, when stressed out or angry, tends to act extremely impulsively. Rather tragically ends up being his Fatal Flaw.
  • Immortality: Norman Osborn theorizes that the OZ formula gave Peter functional immortality, explaining his return.
  • I Just Want to Be Normal: After his return from the dead, Peter finally talks to Miles and reveals that he's fine with Miles being Spider-Man; it's just that those web-shooters are his dad's and he wanted them back before he disappeared somewhere else to get away from it all.
  • Indy Ploy: Peter's usual response to any and all situations is to dive in without thinking. Even when this leads to his being beaten by Electro and unmasked, he does very little to change it.
  • Insane Troll Logic: Peter is utterly convinced that the only thing keeping him from being evil is his genitalia, as a conversation with Spider-Woman reveals.
  • Killed Off for Real: Apparently dies in "The Death of Spider-Man", but he returned in 2014. Then Secret Wars has the Ultimate universe blow up, taking Peter (and everyone else) with it. Then in Spider-Men II, it turns out, the Ultimate Universe survived, and Peter is back as the Spider-Man of the Ultimate Universe as well as a member of the Ultimates.
  • The Knights Who Say "Squee!": He's overjoyed to get a compliment from Thor. In fairness, Thor is probably the nicest of the Ultimates toward Peter.
  • The Leader: He unexpectedly becomes this for his own band of super-powered friends, with Johnny Storm, Iceman, and Kitty Pryde, well the latter not as much as the others, deferring to him during their adventures.
  • Living Emotional Crutch: Peter becomes one for Mary Jane. As she points out that being raised in an abusive home and seeing her mother exploited by her Dad made her home life very unhappy and the time she had with Peter and their relationship together is her first hint that she could be happy with someone. The level of dependency MJ has for him occasionally worries him but he needs her terribly too.
  • The Lost Lenore: He becomes a male version for his three major love interests (Kitty, Gwen and especially MJ), neither of whom recover from his passing.
  • Messianic Archetype: Arguably of the Ultimate Marvel Universe. In a world full of anti-heroes and Heroic Neutrals, Spider-Man is perhaps the only hero who does good for the sake of good (usually). This gets lampshaded during Ultimatum and outright confirmed in Ultimate Fallout.
  • Motor Mouth: Doesn't pause his mid-fight quipping to breathe.
  • My Sister Is Off-Limits!: While she's not quite his sister - instead being his Opposite-Sex Clone - he's so disgusted and disturbed by the idea of Johnny Storm making out with Jessica Drew that he ran out the door and spent the rest of the night beating up crooks while screaming internally.
  • Mutant Draft Board: Peter has a run in with Nick Fury with the latter informing him that when he turns 18, he’ll become property of S.H.I.E.L.D. Peter immediately assumes the worst and thinks that Fury has plans of turning him into a government-controlled Super Soldier. Fury later elaborates that he meant Peter would become employed by S.H.I.E.L.D., and probably join the Ultimates.
  • Nerds Are Sexy: He's quite the Chick Magnet considering he's a complete dork. Under the pen of Dave Marquez, he looks like a boy band member.
  • Nice Job Breaking It, Hero!: He makes things worse on quite a few occasions. Especially when the situation is supernatural where he has no idea what's what and tends to charge in and foul things up even worse.
  • No-Holds-Barred Beatdown: Get him angry enough, and this will happen.
  • Not Now, Kiddo: Being the youngest among older, more experienced heroes like the Ultimates without a team to back him up like the X-Men or the Fantastic Four, Peter is frequently brushed off by both his foes and his peers as being a kid who is in way over his head. This was actually the reason why Captain America voted against him when the others wanted him to join the Ultimates, believing that his fast-mouth and tendency to escalate situations before he deescalates them was a sign of immaturity.
  • Not Quite Dead: As of Miles Morales: The Ultimate Spider-Man, he came back. Although Miles thought he could be a clone, this soon turned out to not be the case.
  • Older Than They Look: His youth is emphasized, leading to people recognizing that he's a kid but mistaking him for a 12 or 13-year-old when he's actually 15. His personality certainly doesn't help matters.
  • Ordinary High-School Student: He was a student at Midtown High before getting his powers.
  • The Paragon: He inspired Miles to take up the mask after his death. On a grander level, the rest of the superhero community considers him, untrained as he is, to be potentially a greater hero than any of them, and SHIELD takes to training him to fulfill these expectations.
  • Parental Abandonment: Leaving him with Ben and May. Interestingly, we're given conflicting accounts of how it happened; either Mary & Richard died when Bruce Banner first transformed into the Hulk when Peter was a baby, or in a plane crash with Eddie Brock's parents when Peter was a boy. Marvel Wikia maintains that the latter is just a cover, though the video game treated that supposed cover story as real and used it as a plot point.
    • Word of God is that it's the second one, and that they survived the former. Which, given that Bendis wrote both, could have been made clearer.
  • Pretty Boy: Bagley and Pichelli's Peter is a good-looking teenager. Bendis said he modeled his Peter on John Romita Sr.'s redesign, deciding against Peter's original plain-but-Progressively Prettier looks in the Lee/Ditko era.
  • Power Incontinence: He passed out after using his spider-sense and fast reflexes for the first time in the school corridor.
  • Reluctant Hero: Averted. Peter Parker may have had his resolve questioned, but he never retired or quit from the job in spite of being told to repeatedly. This is completely different from his 616 counterpart.
  • Resurrective Immortality: According to the Green Goblin, the OZ formula grants this, explaining how Peter came back from the dead.
  • Sad Clown: One of the reasons he cracks so many jokes is to disguise how scared and miserable he is.
  • Save the Villain: Truly noble on Peter's part to want to save even his worst enemies. In Ultimate Enemy #2, he saw Doctor Octopus in trouble and went out to save him. Jessica Drew tried to stop him and argued that Ock has done nothing but tried to ruin their lives and he deserved to die. Peter disagrees.
    Peter: We help everyone!
  • Small Steps Hero: During Ultimatum, after New York is decimated by a tidal wave, almost every remaining hero runs off to save the world from Magneto and Dr. Doom. Spider-Man stays in New York to save people, diving into the water to search for survivors this being the thing that changes JJJ's opinion of him entirely. It nearly gets him killed, due to a combination of Nightmare and Hulk.
  • Socially Awkward Hero: Much like his predecessor, Peter was this in the Ultimate Universe. Unlike his predecessor, this Peter Parker did not become less socially awkward progressively due to character development instead of becoming more mainstream.
  • Sneaky Spider: Tailed Nick Fury without being noticed for an hour sans costume, after getting beaten up by Venom. Nick was impressed... and scared. And irritated.
  • Strong Family Resemblance: To his father Richard Parker to the point an aged clone of him was able to pass as Richard.
  • Superpowered Evil Side: The two times Peter wore the Venom Suit it functioned as this. The first time it slowly inflicted Unstoppable Rage; and Horror Hunger on him, and the second time it outright pulled a Demonic Possession until being removed by the Ultimates.
  • Superpower Lottery
    • All Webbed Up: Spider webs make a return, of course, though he doesn't get to be quite as creative with them as the 616 version.
    • Healing Factor: He recovers from injuries faster than normal, though it's not anywhere near Wolverine-levels.
    • Super Toughness: He has been electrocuted and thrown off a building on one occasion, and being good to fight soon after, though some of that is his stubborn refusal to stay down.
    • Spider-Sense: Notably less effective than the 616 version, though still very serviceable in a fight. It takes him several issues to figure out what it is.
    • Super Reflexes: He can dodge bullets with the help of his Spider-Sense.
    • Super Speed: He can outrun cars when he gets going.
    • Super Strength: Though he is smaller and weaker than his 616 counterpart, with most estimates putting him as only half as strong.
    • Required Secondary Powers: Superhuman Agility and Dexterity.
    • Wall Crawl: He can cling to any surface.
  • The Symbiote: He accidentally spilled a drop of his father's Project Venom on himself, which formed itself into a black costume. It greatly augmented his powers, but tried to take over him before he got rid of it.
  • Teen Genius: He's 15 and one of the smartest people in the Ultimate Universe. It's one of the reasons Nick Fury wants to recruit him, considering the alternate possibility of what could happen if he turned his genius to evil.
  • Took a Level in Jerkass: When he confronts Miles Morales his reaction is the exact opposite of 616 Peter's: instead of acknowledging Miles as a worthy successor, he screams that Miles should have never become Spider-Man, beats him up, and takes his old web shooters back. This confrontation leads to an arc that takes inspiration from the original Clone Saga, with the two of them clashing over who is the real Spider-Man and whether Peter is a clone while the Green Goblin tries to kill them both. It's ultimately subverted, as he just wanted the webshooters back because they were his dad's, and he later gives Miles his blessings.
  • Tranquil Fury: Much like the original Spider-Man, get Peter angry enough, and the jokes stop, and all that's left is someone with the proportional strength of a spider, and a lot of anger.
  • Trauma Button: Peter Parker was out in the streets one day, and when he came home, there were several police cars outside. It was because Uncle Ben had been killed by a burglar. Since then, he freaks out each time he returns and sees a police car outside his house.
  • True Companions: By the time of The Death of Spider-Man, Peter has built up a small circle of Secret Keepers and fellow teen heroes that qualify as this.
  • Unexplained Recovery: Absolutely no explanation is given for his sudden resurrection, although Miles, Genre Savvy as he is, dials "clone" as his first conclusion. Norman Osborn thinks that the OZ serum is responsible, as it's revived him a good few times as well, and that it's made the both of them immortal. Though he is completely crazy, so time will tell if he's right or not.
  • Unpopular Popular Character
    • In-Universe example. Spider-Man is almost consistently feared and distrusted by the masses. Before Ultimatum, anyway. And yet the Kingpin makes millions out of merchandising him, and a film is made about him that proves to be a runaway success.
    • Same with Peter Parker, with his circle of (non-superhuman) friends consisting of Mary Jane, Gwen, Liz & Kong - as evidenced by the "Venom" & "Warriors" arcs in which Peter & Mary Jane have broken up, Liz & Kong are more Mary Jane's friends than Peter's.
  • Vindicated by History: Zig-zagged In-Universe, but Spider-Man is eventually consistently well-liked after his death.
  • Walking the Earth: This is what he says he's going to do to Aunt May and Gwen, but he and MJ more or less elope together.
  • Would Hit a Girl: Being a girl villain does not mean he will not beat you up and leave you hanging from a streetlight for the cops.
  • Yiddish as a Second Language: Here moreso than other versions.
  • You Are Fat: 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.
  • You Fight Like a Cow: The master of this trope, though this trait is greatly amplified in the this incarnation, likely because he is a teenager, making him more of a wiseass and more terrified. How he is able to talk this much while performing superhuman acrobatics without taking so much as a breath is another mystery, though of course, Talking Is a Free Action.

    Ben Parker 

Ben Parker

    May Parker 

May Parker

  • Adaptation Personality Change: She's shown to be more assertive, willing to stand up to Jameson when she thinks he's being a jerk to Peter. She's also shown to be less tolerant of stuff related to Peter being Spider-Man, with her getting very angry with Peter from time to time but with very good reason (for example, when he shows up at home at 3:00 AM and lies to her face about where he was).
  • Adaptational Attractiveness: While her appearance varies Depending on the Artist, she always looks considerably younger and more attractive than her 616 universe counterpart, who looked to be in her 70s at least right from the very first Spider-Man story.
  • Almighty Mom: After JJJ unfairly fired Peter, Peter calls her to ask if she can come pick him up and she ends up yelling Jameson's ear off when she finds out he fired Peter. Then she insults his mustache. She takes it a step further post-Ultimatum when she not only takes in Johnny Storm and Bobby Drake (in addition to Gwen Stacy who'd been living with the Parkers for a while), she gets them into Peter's school and sets a moratorium on super-heroing unless she gives the boys permission.
  • Amazingly Embarrassing Parents: In issue #13, when she thinks Peter and MJ were making out, she demands Peter tell her if he knows about "it", until Peter gives up in embarrassment.
  • Beware the Nice Ones: She shoots Electro for attacking Peter, and later pulls a gun on Eddie Brock when he shows up at her house.
  • Boyish Short Hair: Her hair has gotten shorter since the first issue, until she eventually dons this permanently.
  • 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".
  • Fan of the Underdog: At first, she's violently against Spider-Man, decrying him as a coward (right to Peter's face, no less). This changes once she finds out the truth.
    • Surprisingly, she is rather supportive of Miles and outright approves of him being Spider-Man. She even let him have Peter's webshooters.
  • Granny Classic: She has the looks (originally), but unlike her mainstream counterpart is tech savvy.
  • Hippie Parents: She was a hippie back in the day. Not so evident now. She seems embarrassed when it's brought up, though the fact that two cops were bringing it up while interrogating her certainly didn't help.
  • Likes Clark Kent, Hates Superman: She loves Peter like a son, but hates Spider-Man and openly decries him as a coward. When she finds out the truth, her initial response is to scream her head off at Peter and throw him out of his own house. A few issues later, however, she comes to terms with it.
  • Locked Out of the Loop: Doesn't learn Peter's being Spider-Man until issue one hundred.
  • Mama Bear / Never Mess with Granny: Many examples.
    • She busted a cap in Electro's ass when he attacked Peter on their front lawn.
    • She responded to J. Jonah Jameson merely firing Peter Parker by ...asking to speak to him on the phone. Afterwards, Jameson revoked the firing and balefully told Peter not to put him on the phone with his Aunt ever again...
    • When Eddie Brock / 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 doesn't go well for Brock. She pulls a hand cannon on him and threatens to blow him away, knowing what he is.
  • Not Under the Parents' Roof: Aunt May has a strict rule of "No hanky-panty in this house". Never. She has no problem with Peter dating Mary Jane or Kitty Pryde, just don't do that thing at her home. This rule also applies to Gwen Stacy, Johnny Storm, Robert Drake, and any other teenager that moves, permanently or temporarily, to her house.
  • Parental Substitute: For Peter, and later Gwen Stacy, Johnny Storm, and Bobby Drake as well.
  • Progressively Prettier: Under Mark Bagley's pencil she was a pretty generic 50 something old lady. As the series went on she got less wrinkles and more curvy. Then, when Stuart Immonen took over she looked like a twenty year old with white hair. Once David Lafuente became the penciler she went back to looking 50.
  • Ret-Gone: She dies in Ultimate End #5, and is erased from existence alongside the rest of Earth-1610. She's later restored along with the universe.
  • Shipper on Deck: Approves of Peter and MJ being together, but she still doesn't approve of them having hanky-panky.
  • Totally Radical: No hanky panky under her watch!

    Mary Jane Watson 

Mary Jane Watson/Demogoblin

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

  • Abusive Parents: In accordance with her mainstream counterpart, but a different type of abuse. She's notably happier when her mother finally throws her father out.
  • Adaptational Early Appearance: On two fronts. First, this version of MJ appears before Gwen, not after. Secondly, she's a high school classmate instead of meeting Peter in college.
  • Adaptational Intelligence: This version is as much of a nerd as Peter. She's even often referred to as "Brainy Jane".
  • Adaptational Job Change: This MJ wants to be a reporter, not an actress and model.
  • Adaptational Personality Change: Unlike her mainstream counterpart who acts like a party girl to hide her insecurities, this version is more open with her feelings.
  • Adaptational Wimp: She's more of a frequent Distressed Damsel than in the 616 comics at first. But she improves overtime.
  • Adapted Out: A lot of MJ's backstory is altered, although the Broad Strokes of her broken home are kept intact. Her father's mental breakdown, her family moving from unfriendly relative to unfriendly relative, her aunt Anna, her older sister Gail, and her Stepford Smiler tendencies have all been removed.
  • Anguished Declaration of Love: Mary Jane to Peter in vol. 2 #15, and earlier than that, in Vol. 1, her letter to Peter where she confesses the true depth of her feelings for him after Geldoff's attack, and then to Mark Ralston in the issue after Peter broke up with her.
    Mark Raxton: Man, what is so special about this Peter Parker?
    MJ: Everything.
  • Badass Bookworm: She's almost as much of a grade stickler as Peter and she drove a truck into the Green Goblin. 'Nuff said. She's more into humanities and arts while Peter is a science nerd.
  • Bare Your Midriff: She often wears shirts that consist of this.
  • Betty and Veronica: The Betty to Kitty's Veronica, and again to Gwen's Veronica.
  • Big Bra to Fill: Averted unlike the 616 version. She is not as curvaceous as her 616 counterpart or most comic book damsels would be for that matter. Of course, she is still just a teenager.
  • Blonde, Brunette, Redhead: She is the redhead to Kitty's brunette and Gwen's blonde.
  • Break the Cutie: Arguably the whole series is an exercise in breaking her as much as possible.
  • Buffy Speak: Just as prone as Peter.
    Mary Jane: And thus ends the tyrannical tyranny that was my life.
  • Car Fu: To reiterate: She drove a truck into the Green Goblin.
  • Clingy Jealous Girl: Mary Jane has problems with this in regards to Peter, mainly because her father cheats on her mom frequently. So she is not necessary fond of new girls hitting on Peter. However, she does not take it out on the girls, but Peter. She cites the problem that whenever they go "on a break", Peter seems to get into a new relationship far quicker than she does, citing Kitty Pryde and Gwen Stacy, making her feel like a Love Martyr in the process.
  • Cool Big Sister: Acts as a non-familial one to Miles. She willingly gives him advice on what to do with having a girlfriend and being a super hero which contrasts the advice given by 616 Peter Parker. She also comes to the aid of Miles when he is in danger and seeks him out whenever she can.
  • Damsel in Distress: Being the girlfriend of a superhero, this happens a lot.
  • Deadpan Snarker: She is often this together with Peter. Or towards him.
  • Depending on the Artist: Multiple artist fluctuate with her design.
    • Bagley gives her the tomboyish side-tails with classic red hair and green eyes. However, her design looks to similar to Gwen Stacy in except that Gwen is just a blonde haired and amber eyed Mary Jane. Immonen does away with the side-tails and makes her hair more of a brownish red. Lafluente varies from Vol.1 and Vol.2 In volume 1(he drew Annual #3), his design is more anime-esque with more prominent green eyes. Also, Mary Jane wears more jewelry and designer clothes.
    • In Volume 2, Mary Jane dons glasses for most of the volume and wears buttoned up shirts and blouses. She also has shorter hair. Pichelli varies in volume 2 and 3. She keeps with Lafluente's design in Volume 2. Volume 3, she takes on a more Gothic design all though this has plot significance. Samnee takes inspiration from Immonen. Marquez does not really change anything except show that Mary Jane's casual wear is goth compared to Pitchelli who puts her in more labeled clothes. Marquez finally gets a chance to draw a version of her who is not in grief and she is more like her 616 version in hair style.
  • Depower: MJ stands out as the only person in the entire run to successfully be purged of Oz. Note that when SHIELD attempted this with Harry, they couldn't manage it.
  • The Determinator: So, she's had to deal with an abusive father, tossed off a bridge, abducted by an evil clone of her boyfriend, transformed into a giant hairy death beast, had her heart broken on multiple occasions, and had to watch her boyfriend be murdered by the Green Goblin. And she's still going
  • Emo Teen: Becomes this after Peter died.
  • Fiery Redhead: She's far more quick tempered and easily angered than her 616 counterpart, so much so that Peter calls her "the mayor of Crazy Town". Most notable is during the Ultimatum wave, where out of grief and worry that Kitty Pryde dispatched Spider-Man as a first-responder to save people drowning, she punches her to the ground.
  • First Love: Unlike the 616 version, Mary Jane was Peter's first girlfriend and while they have their share of troubles. Of course it later turns out, that Harry Osborn had secretly been dating her for some time before Peter got bit by the spider, albeit that relationship never went far and wasn't close to the bond she shared with Peter.
  • Intrepid Reporter: Becomes the teenage equivalent when she joins the school news team later on the series.
  • Keep the Home Fires Burning: A teenaged version of this and a thorough deconstruction. Being left at home knowing that her boyfriend is fighting for his life on a constant basis is a source of major grief for her and the source of her and Peter's breakups. Eventually the worst happens and Peter dies.
  • Master of the Mixed Message: Although she never makes Peter question her love for him she does confuse the crap out of him quite often.
    Peter: What did I do? I'll tell you what I did, I fell in love with a crazy person. Crazy knocked on the door to my life and I answered it.
  • Meganekko: At times.
  • The Mourning After: She doesn't take Peter's loss well at all, becoming withdrawn, sullen and moody, and while she recovers later to help out Miles and befriends him, and later finds a new boyfriend she still misses Peter terribly, and is over-the-moon when he returns, immediately making plans to run away and start a new life together.
  • Ms. Fanservice: To the extent they can get away with, since she's still a teenager in this continuity. But it's definitely there.
  • Muggle Best Friend: Even moreso than mainstream MJ due to practically being Peter's only friend for the majority of the series.
  • Must Not Die a Virgin: In Ultimate Annual 3, when she and Peter, despite being teenagers, consider having Their First Time, Peter is awkward and reluctant to start where MJ is more open believing that with all the craziness in their lives and near-death experiences, either of them could die without making it. Peter demurs and insist they wait until they're older. By the time they are back in a relationship after their post-Ultimatum breakup, and Peter's brief death, both of them are older, nearer to 18, and head off in the sunset eloping from their homes.
  • Official Couple: Every time her and Peter breakup it does not last long. After he's resurrected by the OZ, they run away together. Of the 160 issues that comprise the Peter Parker era (before Miles takes over), she and Peter are a couple in 80 of them not including annuals.
  • Plucky Girl: Very optimistic despite getting so much crap thrown at her most people would have gone nuts by now in her situation.
  • Rage Breaking Point: When Flash makes a derogatory comment following Gwen's death, MJ is the one who snaps and beats the crap out of him. She also punches Kitty Pryde to the ground during the Ultimatum wave.
  • The Reveal Prompts Romance: Subverted. Peter and Mary were well on their way to being a couple before Peter became Spider-Man. However, when Peter started fighting crime, she was becoming annoyed with him as he missed their scheduled dates to which she took as Peter spazzing out and stating that he was not interested. He revealed his secret identity to her relatively early in his superhero career and even under that circumstance, she was under the pretense that he invited her over to finally ask her out.
    • She does however believe that Peter revealing his identity to her meant that they were bound for life. Revealing your super identity to someone is as good as a marriage proposal and should be taken seriously.
      Mary Jane: Make sure that this is the real deal and not puppy love or some regular old teenage dating thing. This is a big secret for [Miles] that you can't take back. This is— You might as well be asking her to marry you. Not joking. The minute [Peter] told me, it was like we were bonded for life. Like we were married.
  • Second Love: After months to a year mourning after Peter Parker's death, MJ seemingly finds a new boyfriend called Liam, when she arrives to Peter Parker's 2 year commemoration celebrating his life and mourning his death. She hooks back up with Peter after Osborn is dealt with and they run away together with no more mention of Liam again.
  • Secret Keeper: Peter tells her that she is Spider-Man early in the series. She also kept the secret of his return back from the dead, helping him dig up his grave to find it empty, and then plotting their runaway together. This happened sometime between Ultimate Spider-Man #200 and Miles Morales #1. Peter confided in her before he told Aunt May and others.
  • Significant Green-Eyed Redhead: A given.
  • Single-Target Sexuality: Strangely in this version, she has this for Peter rather than vice-versa. During their break-ups, Peter is willing to date other girls (Kitty Pryde and Gwen), whereas MJ despite being considered by her friends to be "out of Peter's league" is very reluctant to move on. She tries to date Mark Ralston On the Rebound but backs out quickly because both are aware that her feelings for Peter are too strong. In the post-Ultimatum issue, despite a brief Time Skip, MJ isn't shown dating anyone while Peter starts a relationship with Gwen. After Peter's "death", MJ is shown dating someone else but that relationship presumably ends when Peter turns out to be alive after all, and she and Peter make plans to elope and run away together.
  • She Cleans Up Nicely: Not that MJ isn't pretty anyway, but when she dresses up for a fancy date, she goes all out. Of course, about the only time we see proof of this, it's actually a scheme of Nightmare's, but it was disguised as MJ.
  • Superpowered Evil Side: After being pumped full of OZ by one of the Spider-Man clones, she turns into the Ultimate equivalent of the Demogoblin. She was apparently cured... but whether she was or not was never addressed.
  • True Love Is Exceptional: Her relationship with Peter had its ups and downs, but they were meant to be together right from the start.
  • Violently Protective Girlfriend: As Kitty Pryde learned during the Ultimatum wave, where MJ sucker-punched her to the ground. And as Goblin learned when she crashed a truck into him.
  • Women Are Wiser: Oh so much. Peter would fall apart without her.

    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.

  • Abusive Parents: Her mother was all too willing to leave her behind after Gwen's father died. She even got re-married and had kids while completely forgetting about Gwen and when Gwen went looking for her she made it clear she didn't want her in her life. It is so bad that even Aunt May calls her a "bitch."
  • Adaptational Badass: A lot tougher, and a lot more in-your-face, than her original mainstream counterpart.
  • Adaptational Early Appearance: Her classic counterpart didn't meet Peter until they went to ESU. Here, she's a high school classmate.
  • Axes at School: Brings a knife to school in her debut.
  • Back from the Dead: When SHIELD clones Carnage, it manifests a human form that is a complete duplicate of Gwen - memories and all.
  • Betty and Veronica: The Veronica to MJ's Betty.
  • Broken Bird: A whole mess of issues, even before her father's killed.
  • Bully Hunter: Pulls a knife on Kong in her first week at a new school after she saw him picking on Peter.
  • Brought Down to Normal: Is stripped of her symbiote by Venom. She's perfectly okay with that.
  • Clingy Jealous Girl: Once she and Peter start dating, 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.
  • Composite Character: Of the comics version of Gwen Stacy and Cletus Kasady, being the first host of Carnage.
  • Cool Big Sister:
    • To Peter, until she starts dating him herself.
    • Is now one to Miles.
  • Cruel and Unusual Death: Carnage drains the blood out of her body.
  • Depending on the Artist: A lot of female characters have this trope applied to them apparently. Gwen Stacy, however, changes from eye color to overall tom-boyishness.
    • Bagley's Gwen Stacy wears a punk attire, and has yellow eyes, which is completely different from other versions of the character drawn in the comic. Never wears a skirt or anything remotely associated with femininity.
    • Immonen gives her blue eyes and a dress, and loses the side tails. Does not have the punk look, mainly because she was just resurrected and Aunt May threw away most of her clothes thinking she was dead.
    • Lafluente goes for a more punk-rock goth girl look as she wears purple and black arm sleeves as well. She has black finger-nails, an eyebrow piercing, and a multiple accessories on her fingers and wrists if her arms are free.
    • Pichelli makes her hair similar to how 616 Gwen Stacy was designed and even gives her the hair band to boot. However, she retains the goth look from Lafluente, but also wears designer skirts. In Volume 3, Pitchelli's design of her stays the same.
    • Marquez's design gives her crystal clear and more prominent blue eyes. She also stops wearing black finger-nail painting. She has wavy hair, noticeably wearing lip gloss (although in this particular instance, she was working).
  • Depower: She lost all her Carnage powers because of Venom. She wasn't exactly sad to see them go.
  • Dies Differently in Adaptation: In the classic "The Night Gwen Stacy Died", she was killed after the Green Goblin kidnaps her, she fell off a bridge, and Peter snapped her neck in a botched attempt to save her. Here, she was drained into a husk by Carnage.
  • Dropped a Bridge on Him: Gets killed by Carnage right when she was going through some great character development.
    • Back from the Dead: Technically, yes. One point of view would assert that the original character is truly dead and now a clone with her memories is living her life. The second point of view would say that the Carnage Symbiote simply absorbed her genetic material and she went through a semi-conscious state where she never died and eventually gained some measure of control over the symbiote only for the symbiote to be extracted from her. As far as the characters are concerned, she looks like Gwen, acts like Gwen, thinks like Gwen, and there's no reason to say she isn't Gwen.
  • Geeky Turn-On: At the two year commemoration of Peter Parker's death (Ultimate Spider-Man #200), Ganke made Gwen Stacy something supposedly made out of Lego (Ganke never confirms it and we never see what it is) in spite of Miles' doubt that she would be receptive to it. Turns out, it worked like a charm and Ganke got The Big Damn Kiss for his trouble.
  • Get A Hold Of Yourself Man: Gwen was not exactly pleased when Miles refused to suit up to handle the superhero battle.
    Gwen: [after slapping Miles] Peter Parker died! My father died just like your mother did! And you don't know what to do? You get up. You get up!
  • Happily Adopted: She adores living with Aunt May. It helps that May is more of a mother than her actual mother ever was.
  • Hates Everyone Equally: Not much of a social butterfly. At all.
    Gwen: And I don't like people.
  • Informed Attribute: While dating her, Peter states that she's almost as smart as he is. At no point do we see any evidence to back up this claim.
  • It's All About Me: Gwen can be astoundingly self-centered at times, even beyond the confines of a troubled teenager. When Kitty phones Peter at the beginning of volume 2, Gwen gets upset, and Peter states she's had a difficult time lately (what with many of her friends dying, being scattered to the wind and made fugitives just by dint of being mutants), Gwen (who came through Ultimatum practically unscathed) states they "all have". And when Peter is kidnapped and replaced by the Chameleon, Gwen takes personal offense, refusing to give Peter any slack for the whole being assaulted and replaced by a shapeshifter thing. When Johnny and Bobby move into the house, Gwen's first response is to tell them, neither of whom have expressed any attraction to her, that she is unavailable.
  • Jerk with a Heart of Gold: She's abrasive, rude and with a bit of a violent streak, but she cares more than she lets on.
  • Lovecraftian Superpower: As Carnage she could project tentacles and spikes to attack.
  • Mythology Gag: In a one-off comic where 616-Peter enters the Ultimate-verse, she scoffs at the idea that she could have been Peter's girlfriend.
  • New Transfer Student: Transfers in a few issues in.
  • Odd Couple: She's currently dating Ganke, 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.
  • Parental Abandonment: Her mother abandoned her after her father died. When asked about her, Gwen asks SHIELD to pass along a message, said message being a long string of profanity. Later on it turns out Gwen is still hurting over her mother's treatment, especially when it turns out mama Stacy couldn't care less about her daughter.
  • Relationship Upgrade: She experiences a temporary one with Peter after Ultimatum.
  • Ret-Gone: 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.
  • Second Love: She deals with the awkwardness of being this when Mary is not only alive but still in love with Peter. It is an inversion of the 616 Universe, but in the end, they just were never meant to be.
  • Shipper on Deck: Totally ships Mary-Jane/Peter. Even while she was dating Peter herself, she acknowledged he was meant to be with MJ.
  • Sir Swears-a-Lot: She cusses quite frequently. When her mother is brought up, she cusses even more.
  • Sugar-and-Ice Personality: Gwen isn't the greatest social butterfly there ever was, but she still cares about Peter and MJ far more than she lets on.
    • For MJ, best showcased during Ultimatum. MJ is panicking mightily because Peter's missing, and Gwen silently props her up when she starts having trouble standing.
  • The Tease: Eddie Brock calls her one when she refuses to put out on their first date. But then, Eddie Brock is an asshole.
  • Temporary Love Interest: Her relationship with Peter is portrayed as just a temporary thing until Peter and MJ eventually kiss and makeup; she lampshades her status as one after she 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.
  • What the Hell, Hero?: She loves dishing these out in spades.
  • You Killed My Father: Her father was killed by a mugger dressed as Spider-Man, leading her to declare a vendetta against the wallcrawler, though she grows out of it when she learns that there was no way that Peter could have killed her father.

    Richard and Mary Parker 

Richard and Mary Parker

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

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


Volume 3 Main Characters

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

    Miles Morales / Spider-Man II 

Miles Morales / Spider-Man II

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

See the Miles Morales page for more

    Ganke Lee 


Miles' best friend. A self-confessed LEGO geek and like Miles, a borderline Child Prodigy.

  • Aerith and Bob: Asian or not, "Ganke" is just a plain weird name. It's to the point where all the first hits on Google return pages about this character.
  • Ascended Fanboy: Averted, as with Miles. Neither of them seem to be more than passingly familiar with Spider-Man. However, Ganke gets into it quick enough, and thoroughly researches his history to get some context about Miles' own powers.
  • Asian and Nerdy: He's of Korean descent and obsessed with LEGO and comics.
  • Big Fun: Is much more laid-back than Miles, and seemingly more outgoing. It's implied that he can be a bit of a shut-in, though.
  • Chekhov's Skill: While it isn't made explicit, LEGO and building blocks are actually typically owned by chemists note  Miles apparently has no head for chemistry, and tasks Ganke with reverse engineering Peter's spider-web formula.
  • Child Prodigy: Possibly more so than Miles, who had to get into his (highly competitive) charter-school on a lottery rather than on merit like Ganke. Miles says at one point that he needs Ganke for his brain.
  • Dare to Be Badass: Ganke was rather enthusiastic when Miles gained his powers and pushed him to be a superhero when Miles didn't want to.
  • Fat Best Friend: Almost exactly a Type A as described on the trope page (gregarious and laid-back).
  • Genre Blind: Ganke is a pretty bad liar, shown with how he (and Miles) constantly tell terribly obvious lies to their roommate Judge in regards to Miles' constant disappearances, causing him to have a falling out with them. He's also a little too boisterous and enthusiastic about Miles' hero life, causing him to openly (and sometimes a bit too loudly) talk about Miles' exploits in public, despite Miles constantly pleading for him to not do that or at least keep his voice down.
    • 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.
  • Genre Savvy: Very much so, compared to Miles. Instead of letting Miles learn haphazard while on patrol, he buys some readily available live footage of Peter as Spider-Man to crib off of. He also makes the rather gloomy call that Miles needs to get better than the original fast. If all Peter's experience couldn't keep him alive, what could Miles hope to do?
    • It pays off when Miles has to face Norman Osborn, 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 curb-stomping him while delivering a cathartic Shut Up, Hannibal! speech.
  • Hormone-Addled Teenager: Made more apparent after the Time Skip. 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 Have I Mentioned I Am Heterosexual Today?? Considering Miles Mother and Girlfriend thought he was gay and he does show signs of being jealous of Katie.
    • 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.
  • It Is Pronounced "Tro-PAY": It is prounced Gain-Key.
  • Kitsch Collection: He collects LEGO sets. He even waited in line to collect a limited edition Triskelion Captain America being inaugurated as President. He was extremely bummed when it sold out.
  • Likes Older Women: He thinks Spider-Woman is sexy and was kissed on the lips by Gwen Stacy, both of whom are biologically at least three years older than him.
  • Mistaken for Gay: Just like Miles, everyone assumes he's gay, although he's dating Danika Hart. He constantly talks about other women.
  • Muggle Best Friend: The first person Miles tells about his newly gained Spider powers.
    • Wants to be a superhero and vicariously tries to live through Miles.
  • My Parents Are Dead: Ganke offhandedly mentions that his dad died as a way to reassure Miles that he will have his back just as Miles did when his parent died.
    • Retconned in the transition to the 616 Universe. His parents are just divorced.
  • Only Sane Man: Points out that while the world is going to hell in a handbasket, Spider-Man killing the Prowler should not be headline news.
  • Parental Issues: 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.
  • Proud to Be a Geek: After Ganke's nerd rage over a LEGO collection chases Katie Bishop away, he and Miles have a discussion about being too geeky. Miles states that girls rather not deal with a boy who is too nerdy. Ganke is not too convinced.
    Ganke: The right girl will.
    • He's eventually right, as he ends up getting a kiss from Gwen Stacy.
  • The Smart Guy: Miles goes to Ganke specifically for his brain. With few clues to go on, Ganke does some impressive cross-referencing, unearthing some obscure news articles linking genetically enhanced spiders to Spidey's own origin.
  • What the Hell, Hero?: Tears Miles apart for not doing anything when Cloak and Dagger fought Bombshell.

    Jefferson Davis
Born Jefferson Davis, Mile's father has a shady past that he left behind him before he met Miles' mother, Rio. Although occasionally gruff and outspoken, he is nevertheless a gentle man proud and supportive of his son. Unfortunately, those same feelings are not directed towards Spider-Man, or indeed all those other filthy mutants making trouble and getting people hurt.
  • Badass Normal: In his youth, he got noticed by small-time gangster Turk after trashing five of his enforcers by himself. Which in turn gets him noticed by Nick Fury and later the eventual Kingpin, Wilson Fisk.
  • Beware the Nice Ones: He's a nice guy, but his past as a former criminal gave him the skills to handle himself in a fight if he has to.
  • Dark and Troubled Past: He's had one, implied to be some kind of super-criminal. It turns out he was a member of The Enforcers. He was recruited by Nick Fury to be a super-gangster in order to gain Wilson Fisk's trust.
    • He also did some dealings with Roxxon before Miles was born, which ended with his being run out of whatever business he was engaged in.
  • Good Parents: May be stern sometimes, but has shown to legitimately love his kid and do anything for him. Until he learns Miles is Spider-Man.
  • Grumpy Old Man: Not that old, but he sure acts like it. Especially noticeable is that he is constantly complaining about whatever may be going on at the time.
  • Hidden Depths: The fact that Rio saw these is why they got married. It takes a dark turn in the 17th and 18th issues—this hapless, grumpy man instinctively guns down several rebel soldiers in cold blood, after one of them kills a cop in front of him.
  • Jerk with a Heart of Gold: Implied to be the reason why Rio married him.
  • The Mole: Nick Fury had him act as an undercover agent of SHIELD to infiltrate the Kingpin's organization 25 years ago.
  • My God, What Have I Done?: Never vocalized, but you can see his expression of regret when he hit Miles.
  • Nice Guy: Is apparently a very gentle person, opinions and attitude aside, and put aside his criminal past long before he married Rio.
  • Noble Bigot: He believes mutants and other empowered humans are destructive, dangerous, and need to go. Since this is the Ultimate Marvel universe, his argument has more weight than in most books. It is this attitude that discourages Miles from confiding in his father.
    • Miles unmasked himself to reveal his identity and Jefferson was pissed (although its stated partly to be because he was working with SHIELD, with whom he has a past with). He went as far as to actually hit Miles which is poignant because as far as issue 2, he never laid hands on Miles until then. He immediately regrets it and becomes torn when he watches his son save people after a plane crashes in front of his neighborhood. He soon disappeared and didn't return for months.
  • No Celebrities Were Harmed: He looks like Mos Def.
  • Papa Wolf: To his detriment—he picks a fight with the army when they refused to let him into the area he lived in (due to an attack-scare), and that got him arrested (in war-time, to boot). Taken Up to Eleven when Hydra rescues them; when one of the Hydra men guns down a policeman in cold blood, Jefferson goes into a fit of anxiety over how his family and home are being threatened and instinctively grabs a rifle and guns down all the Hydra soldiers around.
  • Parental Abandonment: Disappeared after Miles revealed his identity to him and doesn't reappear for months.
  • Quirky Miniboss Squad: After being recruited by Wilson Fisk (years before he became The Kingpin), Jefferson becomes a part of Fisk's personal goon squad - The Enforcers. Unlike the others, he doesn't have a particular gimmick (like Fancy Dan's skills with a whip) or size on his side (like Ox)... he's just really good in a fight.
  • That Man Is Dead: He changed his last name to his wife's instead of the other way around, which is very rare in the US. Given his attitude towards his background, it was likely an effort to separate himself from his past. He might of also not wanted to continue sharing a name with Confederate president Jefferson Davis.
  • Younger Than They Look: His face is rather worn, and with certain artists may appear almost wrinkled. But he otherwise looks like a fit young man.
    • He is implied to be in his early 40's. If the "Newark, 25 Years Ago" is any indication, he was a young man in the late 1980's/early 1990's.

    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.

  • Back from the Dead: At the end of Secret Wars (2015)'s Ultimate End, Miles wakes up in the All-New, All-Different Marvel Universe and finds his mother waiting for him, telling him to wake up. He tearfully hugs her tightly.
  • Comic Book Death: 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.
  • Genre Savvy: When she finds her husband at home frozen in shock with a gun in his lap, she doesn't jump to conclusions or make any obvious accusations. The questions she does ask are chillingly pointed and almost knowing. Granted, she was wrong about him starting a fight or joining his Hydra rescuers, but she was right in knowing something very violent happened.
  • Good Parents: Always supported Miles and did everything she could to make her boy happy.
  • Hospital Hottie: Happened to be a nurse, and is very good-looking.
  • Mama Bear: Rio busting caps into a 15 feet tall Venom to save her son. This becomes a Heroic Sacrifice, but she gets better.
  • Open-Minded Parent: Unlike her husband, she likes the idea of superheroes and thinks they're pretty awesome in and of themselves.
  • Too Good for This Sinful Earth: She had no negative qualities. All she did was be a loving mother to her son and understanding and loving wife.

    Katie Bishop
Throughout the series, usually when Miles and Ganke are talking during class or school, there has been a girl who has been eyeing Miles. Somehow didn't know Miles was Spider-Man despite being in hearing range whenever he and Ganke talked about it. After the Time Skip, she and Miles are dating. And she hasn't learnt he's Spider-Man.
  • Adaptational Early Appearance: Appears during Peter's high school years instead of his post-college years.
  • Adaptational Villainy: Her mainstream counterpart isn't a member of HYDRA.
  • Adaptational Wimp: Katie's mainstream counterpart is officially codenamed Hawkeye, is an expert archer (who has surpassed Clint Barton himself), leader of the Young Avengers and a member of the actual Avengers. This version is just a teenage girl as far as we know.
  • Dating What Daddy Hates: Her parents are members of Hydra and they 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.
  • Delinquent Hair: She has a pink strip in her hair and it has been shown that she might constantly dye her hair different colors.
  • Depending on the Artist: Her design 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, she had darker hair, more noticeable piercings, and no glasses. Done by Sara Pichellinote .
    • Her final appearance, she has more prominent pink hair strip, keeps the dark hair and the piercings, has amber eyes which contrast her 616 counterpart who has blue eyes, and looks younger. Done by David Marquez.
  • Goth: Appears to be this or at least has punk rock attire.
  • Evil All Along: Miles Morales: Ultimate Spider-Man #7 reveals that she and her parents are members of Hydra.
  • Foil: To Mary Jane. When Peter told Mary that he was Spider-Man, she was shocked at first and then was excited that she fell in love with a super hero and proceeded to start dating after that. Katie Bishop has been dating Miles for presumably a year without ever knowing that he was ever Spider-Man and when she is told (mainly due to Miles picking the mantle back up and resuming the gig), she looks incredulous at first, then is shocked... then runs away.
    • Mary Jane's parents, more specifically her dad, took issue with her dating Peter Parker as her father outright resented Peter Parker and tried anything in his power to split them up. Kate's parents don't seem to have any issue with Miles as their daughter dated him for year with seemingly no trouble, but they are outright murderous when it comes to Spider-Man.
    • She is also a foil to her 616 counterpart. Kate Bishop, leader of the Young Avengers, did not know that her father was one of the main benefactors of an illegal operation and concierge of super-villainess, Iron Masque. When Kate found out, she immediately turned on her father and vowed to bring him to justice. Katie always knew her parents were apart of Hydra, another terrorist/seperatist group, and seems to be wholeheartedly supportive of the cause. The only reason she is even having problems is because her boyfriend was one of the key reasons Hydra lost the war.
  • Kubrick Stare: Delivers a very menacing look on the cover of Miles Morales: Ultimate Spider-Man #7.
  • Longing Look: Everytime that she appeared prior to making her official debut, she is seen in the background looking at Miles
  • Love Triangle: When she finds out that Miles and Ganke are not talking, she believes that it was over her. For clarification, she believes Ganke has a crush on Miles.
  • Make-Out Kids: With Miles. Although she is a bit more reserved and less open about it than Miles.
    Miles: I'd kiss you right now.
    Kate: We've already been warned.
    Miles: That's why I'm not.
    Kate: Five times and Ganke is here.
  • Meaningful Background Event: At first glance, she's just a random extra. But her very detailed character design has kept cropping up, seemingly stalking Miles and Ganke. In what seems to be a gag referencing/foreshadowing this, the issue that promises to introduce Miles' new love interestnote  has only one female character anywhere near Miles' age—this girl, once again in the background.
  • Mythology Gag: Mary Jane Watson in the mainstream universe was introduced through cameo appearances as well.
  • Out of Focus: Holy shit, yes. She was seen in issue #12, but that was just a cameo. Then she was somewhat more formally introduced in Issue #19 with a panel deliberately pointing her out. Come issue #23, which was after a time skip, she finally speaks and is now Miles' girlfriend. You'd think knowing who the 616 version of the character is she'd be more prominent after it her name was revealed? Nope. After this, she was only discussed about with two other characters(Jefferson and Ganke) and she, as of Cataclysm: Ultimate Spider-Man #3, has only appeared twice and in one of those appearances, she wasn't even speaking. It has gotten to the point that people still think Miles is either gay with Ganke or in a relationship with Jessica Drew, Bombshell, or Gwen Stacy, ignoring that all three of those characters are 2-3 years older than him.
    • Rectified in the relaunch as she is a more prominent character now.
  • Ret-Gone: Almost certainly her fate, as a result of Secret Wars. Any character that has a 616 counterpart (hers is the female Hawkeye) probably failed to carry over.
  • The Reveal Prompts Romance: Averted. Miles and Kate have been dating a full year before she even knew that he was Spider-Man. When Miles finally tells her, she runs away without saying a word.
    • It is revealed to be an inversion in Miles Morales: Ultimate Spider-Man #4. Apparently, Miles revealing his identity to her not only jeopardizes the relationship, but it in fact jeopardizes his life and possibly hers. Katie's parents hate Spider-Man so much that they would kill him if they found out.
    • Finally firmly averted in #12. After being captured by her parents and tortured by Victor Van Damme, Miles promptly breaks up with her once he's finished trashing HYDRA.
  • Unwitting Muggle Friend: Has no idea Miles is Spider-Man and just notices that Miles is constantly depressed about something or is constantly thinking about something. She knows Miles is hiding something from her, and tries to be as supportive as possible. When she does learn about it, it completely ends the relationship.

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

    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.

  • Adaptational Nice Guy: He's a lot nicer than his 616 counterpart, almost to the point of Adaptational Heroism.
  • The Alcoholic: What he was before the series started, due to the death of his son.
  • The Atoner: After Ultimatum, he feels that he wronged Spider-Man. He feels even worse when he finds out that Spider-Man is Peter Parker. Upon realizing that, he wanted to do anything in his power to help Peter to the point of even offering to pay Peter's way through college.
    • Then Peter died. Now he feels that he must do anything to protect Spider-man's legacy including Miles Morales.
  • Bad Boss: Averted. He is fairly reasonable with Peter, until he is at his worst (supporting a political campaign knowing that said political campaign had criminal ties simply because it would screw over Spider-Man), but he seems to want to protect his employees, unless said employees violate his trust or act unprofessionally.
  • Benevolent Boss: On top of a desire to protect his employees, he offered to fund Pete's college tuition.
  • Character Development: It says something that in a universe where almost everyone is a Jerkass to Spider-Man, Jameson is often the most decent person to him.
    • To differentiate him from his 616 counterpart, when Jameson found out about Peter's identity in 616, he fired him publicly through the newspaper, then sued him to the order of several million dollars. When this Jameson found out, he re-hired Peter, offered him money, and even insisted to put him through college.
    • Taken even further with Miles, where Jonah states that even though he doesn't know who the new Spider-Man is, he's still willing to defend them because they're following Peter Parker's example. He refuses to pay out to learn Spider-Man's identity, and states to the reporter offering it that he'll be able to sleep at night. When Betty Brant is killed attempting to sell the identity, he quite plainly explains everything he knows leading up to her murder, makes no attempts to hide anything, and doesn't even ask for his attorney while he does so.
  • Da Editor: He is the Editor of the Daily Bugle website.
  • Drowning My Sorrows: He resorted to this when his son died in an astronautic accident.
  • Dying Moment of Awesome: In Issues 5 and 6 of Miles Morales: Ultimate Spider-Man. Faced with a powered-down Norman Osborn in his apartment, giving him an interview very sanely, but still blaming everybody else for his problems up to and including him murdering his own son, he shoots the man three times with a gun he has hidden. Unfortunately, it doesn't take, due to Osborn being immortal, but it's the efforts that count.
  • Freudian Excuse: The reason for his abrasiveness towards Spider-Man is because his son died in a space accident and was not recognized a hero while a person in a mask gets the accolades for his heroism without any disclosure. He feels that heroes don't wear masks.
    • Develops another one towards Spider-Man or any hero. Since witnessing the heroics of Spider-man in the midst of complete catastrophe, he feels he has to atone for his actions and is willing to do anything to protect Spider-Man. When he finds out that Spider-Man is Peter Parker, he doubly protects him from harm even at the risk of his own reputation.
  • George Jetson Job Security: Averted. When he tried to fire Peter Parker for standing up to him, Aunt May called him out for this. Ever since, Peter's job has been rather secure and only lost it after the Ultimatum Wave in which the Bugle was restructuring and had to lay multiple off. Peter eventually got his job back even after Jameson found out that he was Spider-Man.
  • Heroic BSoD: "Heroic" is stretching it, but during Ultimatum, his reaction to everything involved in that event shakes him completely.
  • It Amused Me: During Ultimatum, he states that this was one of the reasons he slandered Spider-Man, aside from it selling papers.
  • Jerk with a Heart of Gold: It took awhile, but Jameson eventually reaches this.
  • Jerkass Realization: During the events of Ultimatum, Jameson realizes just what he's been doing to Spider-Man. He's spent months bad mouthing Spider-Man in the Bugle because it sells Papers. Now, New York is under water, all the way up to Jameson's Office. Jameson looks out his window, and what does he see? Spider-Man, diving through a tsunami to rescue someone he doesn't even know.
  • Never Found the Body: He was not allowed to see the corpse of his son after his accident.
  • Papa Wolf: Very protective of Peter Parker before and after he knew that he was Spider-Man. It extends to Miles Morales, because he sees the mantle as Peter's legacy and he will do anything to protect it.
  • Viewers Are Morons: Subscribes to this, whole-heartedly, giving it as his reason for being so unfair towards Spider-Man when Peter asks.

    Joe "Robbie" Robertson 

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

    Betty Brant 

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

Midtown High School Students

    Kenny "King Kong" McFarlane 

Kenny "King Kong" McFarlane

  • Acrofatic: Enough to body slam an FBI agent who was about to arrest his girlfriend.
  • The Big Guy: Of Flash's crew.
  • Continuity Snarl: Bendis wasn't consistent with Kenny's name before settling on "Kenny McFarlane".
  • The Dragon: To Flash initially, until he realizes who Spider-Man really is.
  • Fanboy: For Spider-Man, from the very beginning.
  • Former Friend of Alpha Bitch: 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.
  • Hidden Depths: When Peter was kicked out of his house by Uncle Ben, Kong, instead of kicking him to the curb, allowed Peter to crash at his place, as well as defending him when Flash wanted to turf Peter out. Bearing in mind, this was before he got any character development.
  • Huge Guy, Tiny Girl: Is dating Kitty Pride, and while he's not tall, he's bulky.
  • Jerk Jock: At first, he was a typical Jerk Jock on the basketball team and regular bully. As the series goes on, he grew up and became a friend of Peter Parker... sort of.
  • Jerk with a Heart of Gold: His one negative quality is that he is friends with Flash Thompson.
  • Original Generation: Granting his Canon Immigrant status in The Spectacular Spider-Man.
  • Put On The Bus: He disappeared after he and Kitty ran off in defiance of the new anti-mutant stance of the country regarding mutants in schools. Kitty came back right before the Death Of Spider-Man arc began, but Kong was nowhere to be found as Kitty state that he chickened out and moved to Wyoming.
    • The Bus Came Back: He returned in Ultimate Spider-Man #200 and somewhat reunited with Kitty.
  • Smarter Than You Look: Was able to theorize that Peter Parker was Spider-Man before anyone else simply by going through facts in his head and was able to see through many of Peter's attempts at pretending otherwise.
  • Toxic Friend Influence: Kenny is usually nice to Peter when Flash isn't around.

    Harry Osborn 

Harry Osborn/The Hobgoblin

Peter Parker's best friend, and the son of Norman Osborn.

  • Adaptational Attractiveness: He's notably better looking than his mainstream counterpart, and is a legitimately "cool" kid in Midtown High School.
  • Adaptational Early Appearance: Much like Mary Jane and Gwen, Harry in the classic Marvel Universe didn't meet Peter until he went to college — and is a high school classmate here.
  • Adaptational Superpower Change: 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.
  • Adaptational Origin Connection: He and Peter first met each other in college, and started off on rocky terms before becoming close friends in the mainstream comics. Here, they're both high school classmates.
  • Brainwashed: Norman had a psychiatrist hypnotize 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.
  • Composite Character: 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.
  • Deceased Parents Are the Best: His mom was burnt alive in an accident. In truth, by the freshly-goblinized 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.
  • Death Seeker: As the Hobgoblin, he begs Peter and S.H.I.E.L.D. to kill him in his moments of sanity.
  • Go Mad from the Isolation: SHIELD keeps him locked up, partly for his own safety. When he reappears in "Death of the Goblin", it's made clear he's going a little stir crazy (having only Ferris Bueller's Day off to watch isn't helping).
  • Hulking Out: He's not got the same handle over it as his dad has.
  • Killed Off for Real: By his own father.
  • Odd Friendship: Peter helps him with his homework; Harry keeps Flash Thomson off his back.
  • Parental Neglect: His mother spent most of her time drunk on scotch, and Norman could barely stand to look at him.
  • Playing with Fire: As the Hobgoblin his body is Wreathed in Flames.
  • Sssssnaketalk: As Hobgoblin, his verbal skills drop dramatically.
  • Stunned Silence: All the school fall into it when he reveals that the strange creature that decimated the school was his father.
  • Superpowered Evil Side: As the Hobgoblin he is superpowered, yes, but not intentionally evil.
  • Trauma Conga Line: His dad goes insane (or more insane), burns down the family house with his mom inside, attacks his school. Then Harry gets brainwashed, turns into an out-of-control knock-off of his dead, is locked up by SHIELD, and then gets his head smushed in.
  • Troll: Manages to mess with Flash's head when he returns.
  • "Well Done, Son!" Guy: All he wanted was his father's approval. Three guesses how that turned out.

    Fred "Flash" Thompson 

Fred "Flash" Thompson

Jerk Jock of Midtown and bully of Peter Parker.

  • Actually Pretty Funny: While he has absolutely no respect for Peter at all, he's impressed when an angry Peter burns their overbearing teacher with a sharp zinger about being able to teach the class himself and laughs along with the rest of the students.
  • Adaptation Name Change: His mainstream's counterpart's first name is "Eugene".
  • Adaptational Jerkass: This Flash lacks many of the original's redeeming qualities.
  • The Bully: He was constantly picking on Peter, and unlike most other versions has no redeeming features. Although to be fair to him, Ultimate Peter's time in the story never went past his high school years, and 616 Flash was a bullying jerk for that entire period toonote , only growing and maturing after the cast had moved on to college.
  • Bullying a Dragon: You would forgive him at first, since he didn't know that Peter Parker was Spider-Man, but after a few times when Peter actually retaliated, you'd think he would have learned.
  • Butt-Monkey: No-one in Peter's circle treats him with an ounce of dignity. Not that he really deserves any.
  • Demoted to Extra: Flash's more positive Character Development from his 616 counterpart gets given to Kenny Kong, so Flash's role in the series diminishes as times goes on. This gets a slightly tragic Lampshade Hanging in his final appearance after Peter dies. Flash is sitting alone, in an empty classroom realizing that he was the only one who didn't know Peter was Spider-Man.
  • Dirty Coward: In a crisis, tends to run and scream and hide.
  • Establishing Character Moment: First scene: he throws foods to Parker, who was studying, and celebrates with Kong that he made a bullseye.
  • Fantastic Racism: He hates mutants, and superpowered humans in general. Thus, unlike the mainstream Flash Thompson, he doesn't idolize Spider-Man (that trait was given to Kenny). Though really, his treatment of Kitty is exactly the same as his treatment of Peter. Basically he's just a bully, and In-Universe mutants are seen as Acceptable Targets after the Ultimatum event.
  • Freudian Excuse: It's a pretty thin one, but in the Silver Sable arc you get the distinct impression Flash's lousy personality was shaped by his equally 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  to the media. You get the impression Flash is afraid of being a Loser Son of Loser Dad.
    Mr. Thompson: Hundred thousand. Pff!
    Agent: Mr. Thompson, your son got good press with this kidnapping and this Spider-Man business. But it's going to be yesterday's news tomorrow. You gotta grab what you can.
    Flash: Sounds like a lot of money to me, Dad.
    Mr. Thompson: Well it's not! Whack off half for taxes and his ten percent and it's now forty thousand.
    Flash: Still a lot of money.
    Mr. Thompson: Excuse yourself. Grown-ups talking.
    Flash: (muttering) It's more than you make.
  • Hair-Trigger Temper: Especially where Peter is concerned, in one instance threatening him just for looking at Liz Allen when she's having a moment of drama.
  • Hate Sink: After a while, it seems like every action Flash takes is just designed to make you hate him that little bit more.
  • Jerk Jock: As usual. He hasn't been seen to grow out of this, either.
  • Jerk with a Heart of Jerk: No redeeming features, no depth, nothing. He's just a greedy, cowardly loser.
  • The One That Got Away: Before Gwen Stacey was apparently killed, Flash kept trying to ask Peter Parker if she might have been interested. When MJ finally stood up and demanded he know why Flash was being so callous about Gwen's death (after starting a fight with him over it that got them landed in detention) Flash clammed up completely and MJ realized that he'd actually liked her, although he became angry and defensive when she called him on it and stormed out.

    Jessica Jones 

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

  • Adaptational Early Appearance: Technically. While she's canonically a classmate of Peter, Jessica also originally debuted years after Peter graduated college. Here, she's actually a presence during his high school years.
  • Adaptational Wimp: In the Ultimate Universe, she's just a teenager with a lot of piercings, while in the 616 universe, she became a superhero and retired after her bout with heroism went bad. 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.
  • Age Lift: 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.
  • Chuck Cunningham Syndrome: A huge deal was made of the fact that she wanted to find out more about Spider-Man. Then she just vanished.
  • Da Editor: For the high school news team.
  • School Newspaper News Hound: She was really enthusiastic at attempting to find out Spider-Man's identity. Even after Ultimatum, she continued to follow the story of Spider-Man. She even left school and watched the battle between Spider-Man and Mysterio.
  • Secret Secret-Keeper: It is implied that she knew that Peter Parker was Spider-Man or at least she knew that Mary Jane knew who was Spider-Man, as while she was talking about her potential expose on Spider-Man, she kept glancing at Mary Jane as if to indicate that Jessica knew what was going on. After Ultimatum, she directly asked Mary Jane to investigate him despite that type of news not being in the realm of a high school news team.

    Liz Allan 

Liz Allan/ Firestar

  • Alpha Bitch: She was anti-mutant bigot before she knew she was one herself and was always unpleasant and disdainful of her half-brother. She didn't even try to convince him to not join the Brotherhood of Mutants.
  • Barbie Doll Anatomy: When in her super-powered form, the flames obscure her private parts, despite her nudity.
  • Boomerang Bigot: She hates Mutants with a passion. She freaks out when her powers first activate.
  • Clothing Damage: When she becomes Wreathed in Flames, her clothes tend to be incinerated.
  • Composite Character: In the Ultimate Universe, she ends up becoming Firestar, later joining the X-Men.
  • Depending on the Artist: Her hair-colour and style changed several times through the earlier issues. Sometimes bright red, sometimes blonde, sometimes all the way to platinum blonde.
  • Drama Queen: MJ labels her one. This is after Liz, after hearing Kong mention Spider-Man one time too many, yells "Enough" and starts crying, so she has a point.
  • Fantastic Racism: Is the most openly anti-mutant member of the cast, although this stems from her mutant Uncle Frank who apparently died because of it. "Uncle Frank" was actually the Blob and is really her father.
  • Former Bigot: For much of the series she was very much disturbed by mutants, trying to avoid Johnny when his Power Incontinence outed him having superpowers (even though he isn't a mutant) and is arguably the most hostile towards Kitty when she becomes her classmate. She ends up getting a reality check when she discovered that not only was she a mutant, but that the nicest guy she knew Peter Parker had powers and was using them to save people. This puts things into perspective for her and she decides to join the X-Men - arguably the most famous mutant group out there - to get a grip on her new abilities and identity.
  • Flying Firepower: Although she is upset that she is called a monster for doing this while Johnny Storm - who does the exact same thing - is celebrated for doing it.
  • Give Geeks a Chance: Tends to complain about Peter to MJ's face repeatedly, not seeing why she likes such a nerd, but during issue #4, she gets drunk at a party and admits she thinks Peter is cute.
  • Heel–Face Revolving Door: It has more to do with circumstance than her changing her moral position. Liz Allen is unavailingly a moral character, but the ending of the original X-Men left her vulnerable to Jean Grey and the Ultimate Runaways, who started out good. However, Jean started Tian which is unapologetically sort of on the wrong side of the mutant problem, but Liz defected from Tian and joined Kitty again.
  • How Do I Shot Web?: Mutant powers don't come with an instruction manual, but she pretty quickly gets the hang of flying. And the whole point of joining the X-Men is to learn how to control her powers.
  • Jumped at the Call: While she's not big on Mutants, and the circumstances around her powers awakening aren't great, she's totally on-board with joining the X-Men mainly because flying is awesome. And she doesn't have to go to school anymore.
  • Mommy Issues: She refused to live with her mother anymore because she kept the identity of her real father (and the fact that he was a known mutant terrorist) a secret.
  • Ms. Fanservice: See the image. Especially in the story arc where she gains her Playing with Fire superpowers. She burns her clothes off by accident and is left naked for the rest of the story, with Barbie Doll Anatomy in her Wreathed in Flames form and as a human with Toplessness from the Back and Sexy Silhouette (Behind Iceaman's ice).
  • Mutant: It's revealed she has pyrokinetic abilities.
  • Mythology Gag: In the 616 Continuity, her brother Mark Allen (Molten Man) is the one who has the fire-based power set.
    • The arc where she is outed as a mutant and becomes Firestar also heavily involves Iceman. Firestar, Iceman and Spider-Man all co-starred in Spider-Man and His Amazing Friends.
  • Playing with Fire: Is the Ultimate version of Firestar.
  • Related in the Adaptation: Neither Liz or Firestar are the daughters of the Blob in the mainstream universe.
  • Team Member in the Adaptation: On two fronts as the comic version of Angelica Jones would only join the X-Men later and because this Firestar is Liz Allan.
  • The Tease: Was accused of being this by Flash and even broke up with her when she did not "put out."
  • Transplant: Once she became a mutant, she moved to the X-Men comics.
  • The Ugly Guy's Hot Daughter: In the Ultimate Universe, her father is The Blob. Becomes a plot point in Ultimate X because her brother, Teddy, looks exactly like her father while she looks completely different. She even questions how her mother even slept with the man. Even Magneto looks both amazed and appalled when The Blob tells him he has a kid on the way.
  • What Could Have Been: An in-universe version, when Peter, Bobby and Johnny speculate that her powers might have been influenced by proximity to Johnny, and that if she'd been nearer Bobby, she might've had ice powers instead.
  • White Sheep: Liz Allen does not follow in her father's footsteps at all and even joins the X-Men to fight against him.
  • Wreathed in Flames: Her mutant abilities give her powers similar to Johnny Storm's.


    Marc Spector / Moon Knight / Ronin 

Marc Spector

An ex-marine that was involved in a Gulf War super soldier experiment gone wrong. He later worked for Roxxon under the name Paladin before it fell apart. He now goes by the name Moon Knight.

  • Adaptational Early Appearance: He's active during Peter's high school days instead of college.
  • Adapted Out: There's no sign of any deal with the god Khonsu here.
  • Anti-Hero: He's opposed to the criminal elements of New York, but he and his personas are prepared to do some very vicious stuff to get rid of them. His first encounter with Spidey has him threatening to slit his throat.
  • Becoming the Mask: He originally created his Ronin persona to gain Kingpin's trust as his hit-man, but eventually the persona gained control of their body and became his dominant personality.
  • Captain Ersatz: As with mainstream Moon Knight, he's basically a demented, super-soldier version of Batman, right down to having a disguise as a Rich Idiot With No Day Job.
  • Composite Character: In the main universe, Paladin and Ronin are totally separate characters from Moon Knight.
  • Evil Costume Switch: He changes his costume from his usual one to that of a mercenary like look.
  • Gone Horribly Right: His multiple personalities decide to create a new personality that would help them earn Kingpin's trust so they can take him down. Except this new personality Ronin ends up becoming the dominant personality and tried to kill Kitty Pride and crashed a bus into Midtown high.
  • Hero Antagonist: He and Spider-Man have fought several times due to misunderstandings, such as when Moon Knight thought Spider-Man caused a building to burn.
  • Heroic Sacrifice: He ends up revealing his identity to the authorities after his attempted murder by Kingpin as it was the only way to charge him for a crime.
  • Honest Corporate Executive: The Marc Spector persona operates as a businessman, keeping the Moon Knight outfit and equipment in his offices.
  • Kick the Dog: Big time. In Ronin's first day on the job he crashes a bus into Midtown high in broad daylight, fires at Kitty who only survies due to being a mutant, kidnaps Spider-Man and delivers him to Kingpin.
  • Lightning Bruiser: Peter notes that as fast as he is, Moon Knight is still very fast, and has difficulty dodging his attacks.
  • Literal-Minded: Has some shades of this. When Spider-Man reluctantly came to Daredevil's meeting, he jokes about only coming for the free chicken wings only for Moon Knight to declare there weren't any seriously.
  • The Mole: At first he was this until his Ronin personality took over their body and truly became his hitman.
  • Not Quite Dead: Desptite being shot in the head by Kingpin's men, he somehow recovers and is able to make it to the police so Kingpin could be charged with attempted murder.
  • Split Personality: Between Marc Spector, Steven Grant, the Moon Knight persona, a little redheaded girl who mediates between them, and then Ronin.
  • Split-Personality Takeover: Not too long after his creation Ronin seemingly kills the Moon Knight persona and takes control of their body.
  • Third-Person Person: Moon Knight speaks like this.
  • What Happened to the Mouse?: He's never seen again after revealing his identity to the authorities.

    Doctor Strange 

Doctor Stephen Strange, junior

The Sorcerer Supreme, who inherited the title from his father, Doctor Stephen Strange, after the man went missing. He fights magical monsters with the assistance of his partner Wong. Briefly joined Daredevil in fighting Kingpin. One of the many, many casualties of Ultimatum.

  • Dead Guy Junior: He's got the same name as his dad, who is... "missing".
  • Comic Book Death: After his death in Ultimatum, someone's seen nabbing his corpse... but that was never followed up on before the Ultimate Universe went boom.
  • Gorn: His death is one of the more needlessly unpleasant of Ultimatum (which is saying something). His head is squeezed until it explodes in a shower of blood, on-panel.
  • Jerk with a Heart of Gold: He's somewhat arrogant, but he is one of the few other super-folks who's actually pleasant toward Spider-Man.

    Danny Rand / Iron Fist 

Danny Rand



    Matthew Murdock / Daredevil 

Matthew Murdock

The guardian of Hell's Kitchen, and a constant thorn in Wilson Fisk's side, Matthew Murdock is a practicing attorney by day, bad-tempered vigilante by night. Really, really bad-tempered. See here for more info.

Other Super Heroes and Friends

    Johnny Storm / The Human Torch 

Johnny Storm/Human Torch

Johnny Storm is a member of the world famous Fantastic Four. Unlike the rest of his family, he did not inherent the genius bug and was normal compared to his sister Susan, who had multiple doctorates before graduating high-school. He was always an admirer of Spider-Man for his selfless altruism and looked up to him. After Ultimatum, Johnny wandered to the Parker residence without anyone knowing his whereabouts. After much discussion with his sister, Johnny became a resident at the Parker household.
  • Annoying Younger Sibling: To Susan Storm, to the point that she had to twist his arm to finish getting his high school diploma.
  • Berserk Button: Johnny is really laid back until you piss him off. But one thing that you absolutely must not do is hurt his sister. He inflicted the most severe mark on Reed Richards for his trouble.
  • Beware the Nice Ones: He may seem like a fun nice kid until you piss him off. Reed Richards learned this the hard way and received a scar for his trouble after hurting Sue Storm to the point where she was hospitalised. Norman Osborn got OHKO when he approached Johnny looking for Peter Parker. And the Chameleon learned to not mess with his best friend.
  • Celebrity Is Overrated: Why he asks Peter to set him up with a normal girl, because celebrity dates only care about being seen with him. He obviously doesn't feel this way about being famous himself, though.
  • The Charmer: Even Aunt May warns him that there is no hank-panky under her roof, having read "stories" about Johnny's previous engagements. Of course, Johnny admits they're true.
  • Chick Magnet: The intended variety. He is a pretty boy and he knows it, although he is more confident and jocular than arrogant and conceited about it. Usually.
  • Deadpan Snarker: A trait he shares with Peter, although he's not as good at it as Peter.
  • The Ditz: Compared to his family, who are a bunch of geniuses, Johnny seems to want to rebel from the Book Smart tradition of his family.
  • Fan of the Underdog: He is such an admirer of Peter because he continues to do the right thing for the sake of just doing the right thing. He even learns what it means to be a hero before the Fantastic Four announce themselves and constantly sticks up for Peter Parker as his only best friend.
  • The Fighting Narcissist: Truly believes he's one of the world's greatest superheroes, often directly comparing the Fantastic Four to the Beatles.
  • Fun Personified: Extremely laid back and an all-around good guy. He is usually the character that makes a snappy remark or just having a good time in general.
  • Heroic BSoD: He suffered from the events of Ultimatum, such as his father dying in front of him and being used as a puppet for an Evil Spirit.
  • Parental Abandonment: Momma Storm took over to study ancient civilisations, leaving Johnny and Susan with their dad.
  • Put On The Bus / The Bus Came Back: After Peter's death, Johnny joined Kitty Pryde and Bobby Drake as a semi-part of the mutant resistance. While escorting mutant refugees, he was captured, put in a coma, and sent back to a hospital in New York. Almost a full year after that, Johnny came back and helped the Ultimates fight Reed Richards and had a reunion with all of his best friends.
  • Superpower Lottery
  • Those Two Guys: With Bobby during their time living at Peter's place.
  • Vitriolic Best Buds: With Peter Parker and Bobby Drake.
  • What the Hell, Hero?: During Ultimate X-Men, Johnny, Bobby, and Rogue are trying to stop Stryker from killing hordes of captured mutants. Kitty is the one who disagrees with the action, citing that it is a pointless endeavour, that heroes die just like Peter did, and she tries to use Peter as an example to not help them and to stay alive for themselves. This only serves to piss Johnny off.
    Johnny Storm: How do you know so well what he wanted when he died? I mean I remember fighting Osborn that night with him. I remember Bobby being there. But tell me, Kitty, where the hell were you?
  • You Need to Get Laid: His response to Bobby Drake's Casanova Wannabe tendencies.

    Bobby Drake / Iceman 

Bobby Drake/ Iceman

A mutant who discovered his powers by accidentally freezing an entire city block. He then enrolled into Charles Xavier's school of mutants and became a member of the X-Men. Bobby caused a lot of trouble for the X-Men social scale as his relationship with both Kitty Pryde and Rogue became a constant disruption. After the events of Ultimatum where most of the X-Men were killed, including Charles Xavier, the group was disbanded and the school closed down. Bobby, without a home since his own parents refused to take him in, tried to move in with his old teammate and ex-girlfriend, Kitty Pryde, who was staying in New York with her mother. After Kitty's mother refused to take him in, Kitty decided to contact Aunt May and ask if it was okay for Bobby Drake to move in. Aunt May gladly accepted and Bobby moved in the Parker residence which already housed not just the Parkers, but Gwen Stacey and Johnny Storm as well.

  • Abusive Parents: His parents kicked him out when he turned out to be a Mutant.
  • An Ice Person: He has cryokinetic powers.
  • An Ice Suit: His powers manifest by covering his body in a shell of ice.
  • Brilliant, but Lazy: Bobby has a ton of potential. When Bishop came from the future, he was remissed to find an underdeveloped Bobby Drake to be so underwhelming. He suggested that Bobby's power could stop or slow time, but alas, Bobby ignored the man and continued to goof off.
  • Casanova Wannabe: He once hit on a girl by putting ice cubes in her drink. Human Torch and Spider-Man discuss the corniness of this.
  • Deadpan Snarker: More of a trash talker than deadpan.
  • Heterosexual Life-Partners: With Johnny Storm.
  • Hormone-Addled Teenager: He always has girls on the brain. In fact, most of his interaction and dialogue is about the opposite sex. He constantly whines about how Peter seems to get almost every hot girl and expresses envy on how Johnny is a Chick Magnet. Even in danger or in a middle of a fight, the man cannot get girls off the brain.
  • Mutant: He's a member of the X-Men.
  • Parental Abandonment: His parents ditched him the moment they found out that he was a mutant.
  • The Pollyanna: On the way to the reunion with the Parker family commemorating the death of his best friend, Bobby has no worry about feeling awkward or at the very least bad about the party while Liz is a bit concerned.
  • Sad Clown: Has a whole host of insecurities and problems, such as when his powers activated, he froze an entire city block of people.
  • Those Two Guys: With Johnny during their time living at Peter's place.
  • Vitriolic Best Buds: With Peter Parker and Johnny Storm.

    Felicia Hardy / Black Cat 

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

  • Adaptation Dye-Job: Here, her long white/plantinum blonde hair is a wig and she has short black hair.
  • Adaptational Early Appearance: Here, Peter meets Felicia while he's in high school instead of after college.
  • Age Lift: She's usually the same age as Peter currently is. Here, she's already an adult when he's a teenager.
  • Anti-Hero: She's not really into doing good, or anything like that, she just wants to ruin Wilson Fisk and steal his stuff.
  • Classy Cat-Burglar: Very classy, though much of her look is an act (like her trademark platinum locks being a wig). This is early foreshadowing that she isn't merely a cat burgler, but has her own agenda with her targets.
  • Dating Catwoman: Subverted. She had an interest in Peter, but her interest turned to disgust when she found out how old he was. To clarify, she was 19 and Peter was 15.
    • She gets over her disgust later on when she manages to steal the Ankh of Life from Fisk's old vault, but while she trusts Peter's words, she gives no other indication that she wants to pursue him romantically.
  • Heel–Face Revolving Door: While she is a mostly neutral character, she is only interested in killing Wilson Fisk or making him suffer. If doing good means helping him, she will be against it and has assisted characters who are just as bad as him just because they posed a threat to Wilson Fisk. Otherwise, she is consistently a self-serving character who doesn't want to harm innocents.
  • The Jinx: She has the power to cause bad luck to her enemies if she so choose. It is highly situation-based as it only effects anything that tries to kill her.
  • Moment Killer: While flirting with Spider-Man, telling him she is going to kiss him, she slowly unmasks him. Once she takes his mask off though, and Peter puckers up and leans in, waiting for the kiss she promised, she is horrified and disgusted to see how young he actually is and vomits on him before ditching him.
  • Ms. Fanservice: The most endowed member of the rotating cast.
  • Revenge Before Reason: She'd do anything to take the Kingpin down. The only reason she didn't kill him was simply because Mysterio got there first.
  • Vomit Discretion Shot: After she unmasks Spider-Man, seeing he is really only 15 years old, she becomes disgusted she was flirting with a kid and vomits on his suit.
  • You Killed My Father: Although Kingpin thinks otherwise.

    Kitty Pryde / Shadowcat 

    Jessica Drew / Spider-Woman / Black Widow III 

Jessica Drew/Spider-Woman/Black Widow III

A female clone of Peter Parker, Jessica Drew was one of two clones to survive the Clone Saga, and occasionally teams up with her "big brother". She joined SHIELD after the Ultimate Enemy series, and after Peter's death she gave Miles Morales his new costume. She has since assisted Miles during the "Divided We Fall" event, and acted as his cynical superhero tutor. Both of them started a superhero group, the All-New Ultimates.

  • Adaptational Early Appearance: The original Jessica Drew debuted while Peter was in college. This version debuts while he's in high school.
  • Adaptational Superpower Change: Mainstream Jessica has different powers from Peter, but as this version is an Opposite-Sex Clone of Peter, she has the same powers as Peter (apart from the unique to her ability to shoot organic webbing from her fingertips).
  • Almost Kiss: When she sees Kitty Pryde is safe during Ultimatum, Jessica throws her arms around her and looks like she's about to kiss Kitty in relief, but the understandably shocked Shadowcat phases through her.
  • Ambiguous Situation: 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 Web Warriors, but it's left unclear whether she was from Earth-1610 or Earth-61610. It's revealed in Spider-Men II that a version of her lives in a restored Ultimate Universe still as Black Widow III and as a member of the Ultimates.
  • Anger Born of Worry: She has a big problem with this for Miles.
  • Appropriated Appellation: Her name and super-hero title were both intended to be her names as a CIA agent. She kept them after making a break for it.
  • Attractive Bent-Gender: Particularly for Johnny Storm, much to Peter's distress.
  • Berserk Button: Wearing a replica of Peter's costume really was in bad taste, Miles.
  • Big Brother Instinct: The reason she was being a total asshat to Miles was because she was feeling intensely protective towards him and had no clue how to apply that beyond insulting him. She completely ignored her own objectives to try to keep Miles safe, though that usually ended up inhibiting his battlefield performance.
    • She also did not like the fact that Miles willingly joined the Ultimates and enlisted in war because what Miles was involving himself into was far larger in scale than anything either Peter or Jessica have faced. After the battle, she tells Miles that while she wants him to succeed and learn from Peter and her mistakes, she felt that the Civil War was essentially a stupid war in which no one would learn anything from.
    • She extends this to Bombshell as well as she deliberately tries to teach her what it means to be a hero.
  • Child Soldiers: Given she was created with the express purpose of being a CIA agent, she juuuuust barely squeaks into this one, physically being around her late teens. Chronologically speaking, she wouldn't even have been one.
  • Civvie Spandex: Her Black Widow costume comes with a leather jacket.
  • Cloning Blues: This is a defining conflict for her. She doesn't have parents, and was created for the interest of science, as well as a madman's attempt to pervert every aspect of his enemy's life. She has memories of Peter Parker, but at the same time insists that she is not Peter Parker. She goes out her way to avoid being associated with anything related to Peter Parker, including Peter's friends and family and even alias (which is why she refused to take up the mantle after Peter's death and Miles' short retirement) and does everything she can to shy away from that identity. This leads her to go as far as dropping the identity of Spider-Woman and become Black Widow.
  • Coming-Out Story: Ultimate Jessica Drew revealed that she was gay 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. Heck, they both liked the same type of women: redheads and/or Jewish.
  • Composite Character: While she's uses the name "Jessica Drew", this version is basically a Gender Flip of Ben Reilly. Her costume also evokes Julia Carpenter and she even used Julia's name as an alias.
  • Cowboy Cop: Of SHIELD. She conducted her own investigation of Roxxon without any authorization from SHIELD, deputized four other super powered teenagers, and shut down Roxxon and his minions down knowing that SHIELD has ties to them. When called out by Monica Chang, she just pointed out that SHIELD probably would not want to deal with a corporation that kidnapped and experimented on kids.
  • Deadpan Snarker: As expected from a clone of Peter, but realizing that it is a character trait associated with Peter, she seems to not do it as much as him.
  • Determinator: She conducted recon on Roxxon for 32 days straight and even when the investigation became nearly fatal, she did not stop trying to bring the company down. She waited an entire year to finally get revenge on Roxxon and is adamant to wipe out every Roxxon funded operation they had even after she got the President of the company arrested.
  • Depending on the Artist:
    • As Spider-Woman, whether her costume is black or red, and the exact dimensions of the white chest insignia depends on who is drawing her.
    • As Black Widow, the size of her chest insignia depends on who's drawing her. She's also upped a couple of cup sizes in Scarlet Spiders.
  • Dynamic Entry: How she "introduces" herself to Miles.
  • Friend on the Force: Miles Morales, Cloak, Dagger and Bombshell are just teenagers with powers and good intentions. Jessica has powers and also the training and clearance of a S.H.I.E.L.D. agent, so she works as their "big sister" of sorts. Although S.H.I.E.L.D. was disbanded after Cataclysm, her training and expertise was the reason she was elected leader of the All-New Ultimates.
  • Full-Frontal Assault: She mentions to Ben and Kaine that she had to fight naked once, and demands to get her costume back so she doesn't have to relive the experience.
  • George Jetson Job Security: Going AWOL to put a stop to Roxxon makes her think that she has been kicked off the Ultimates. Of course, all this does is have the other members of the Ultimates ask if they can get fired or if they are even getting paid for this.
  • Going Commando: Scarlet Spiders #1 reveals that she's naked underneath her costume, leading to some awkward moments with Ben Reilly, who is also naked under his costumes. She didn't mind changing in front of Miles, but that was when they were under attack from Verna.
  • Healing Factor: Spider-Woman was drugged, but her advanced molecular makeup allowed her to survive it. She had to be hospitalized, but anyone else would have died.
  • Important Haircut: She cuts her hair short when she changes her codename from Spider-Woman to Black Widow.
  • Improbable Age: She was deputized as a SHIELD agent when she was approximately 16. Peter was told he had to wait until he was 18 to join. They changed their policy about teen super heroes after what happened to Peter Parker.
  • Kid Hero: She's biologically seventeen, but isn't even two years old according to Scarlet Spiders #1.
  • The Leader: Jessica Drew formed the Young Ultimates team and has legal authority from SHIELD to command the team how she sees fit. She has the most experience of the group and she seems to like encouraging her teammates, especially when they do well.
  • Legacy Character: She becomes the third Black Widow.
  • Lipstick Lesbian: She revealed that she was gay - with a preference for "natural redheads" and "Jewish girls" - in All-New Ultimates, ending years of speculation by fans. Her main complex about it was that since she was a clone of Peter Parker (who is straight), she couldn't tell if she shared the same attraction because she shared his genes and memories.
  • Most Common Superpower: Justified, possibly due to puberty. As the 15 year-old Spider-Woman, Jess was fairly flat-chested and was once derided as a cheap Spider-Man knockoff with a B-cup by Bombshell. As the 17 year-old Black Widow, she seems to have gone up a cup size or two, especially in Spider-Verse, but in some other appearances is still flat-chested.
  • Opposite-Sex Clone: Of Peter Parker. They're both really weirded out by it. Jess' case is weirder due to having Peter's memories right up until the genes that led to her creation were obtained, so in a way, she is what would happen if you somehow managed to literally turn Spider-Man into a girl one random day.
  • Poor Communication Kills: She is really, really bad about this.
    • Her first encounter with Peter ended with her attacking him (though granted, she wasn't in good condition at the time).
    • She also attacks Miles before trying figure out who or what he is.
    • When she and Miles are dispatched with the rest of the Ultimates to fight in the Civil War, she waits until five minutes before they intercept the Hydra army to tell Hawkeye she wants to do her own thing.
    • When she's forced to follow orders and partner with Miles, she spends the entire fight alternately insulting him or throwing him around—her aim seems to be to protect him, but again, she didn't try to persuade Miles to not fight until the fighting actually began.
    • When she and Miles have made up, Miles continues to ask her why she's so interested in him and what exactly their connection is; as may be obvious, she defers telling him until she's ready, only saying vaguely that it's nothing bad about him.
    • Continues to have these problems as the leader of the Ultimates. She enlists Kitty Pryde as a member of the group without asking if she even wanted to or if she was even interested. Kitty could not deny it because doing so in the situation would take away the gravitas of the new guard stepping up and it was at Captain America's funeral.
    • When she is trying to convince Miles to take up the mantle again, she brings up his mother which only serves to piss Miles off.
  • Related in the Adaptation: This Jessica is a clone of Peter.
  • Roaring Rampage of Revenge: Against Roxxon. She kept tabs on them for a total of two years in comic book time and researched every member of the evil corporation as well as every research project they've done. It should be noted that while Peter Parker was alive, he was suspicious of Roxxon, but never paid much attention to them. Jessica Drew has made it her life's mission to bring them down.
  • Screw the Rules, I'm Doing What's Right!: Drops being an agent of SHIELD and a member of the Ultimates when she found out that Roxxon sent mercenaries to attack Bombshell despite knowing that SHIELD has a contract with Roxxon.
  • Ship Tease:
    • With Johnny Storm, much to Peter's disgust and horror.
    • With Kitty Pryde in the finale issue of vol 1, and again in All New Ultimates.
  • Shoo the Dog: Her hostile behavior towards Miles is her attempt at this.
  • Sibling Team: With the original Spider-Man, and since she's kinda his twin sister it makes them Brother–Sister Team.
  • Superpower Lottery: Same as Peter's, but with a few differences, namely that she shoots her webs from her fingertips rather than her wrists, and they are not mechanical.
  • Took a Level in Badass: Has come into her own in Volume 3, being Miles' overseer in SHIELD and leader of the new Ultimates.
  • What Happened to the Mouse?: She hasn't been seen since the end of Ultimate Spider-Man, leading to fans concerns she was erased with the rest of Earth-1610. It's revealed at the end of Spider-Men II that a version of her lives in a restored Ultimate universe alongside Ultimate Peter Parker and the Ultimates.
  • What the Hell, Hero?: She berates Miles on a regular basis.
  • White Sheep: Her "brothers" were all either deformed, insane, or deformed and insane.
  • You Fight Like a Cow: Much like Peter she is a big fan of this. However, as she's trying to escape that association, she tones down the snark and becomes more serious in fights.

    Lana Baumgartner / Bombshell 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.
For tropes, see here

    Michael 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.

Cloak and Dagger

    In General 

  • Destination Defenestration: In her first fight with Bombshell, Dagger is hurled through the front window of a restaurant.
  • Does This Remind You of Anything?: In an issue of The All New Ultimates, Cloak and Dagger share a kiss after mentioning that they never get any time alone together. Cue energy swirling all around them, and then the windows of the church exploding outward.
  • Evilutionary Biologist: Here we have a full quartet in the form of Dr. Layla Miller, Nathaniel Essex, Arnim Zola III, and Samuel Sterns performing the experiments of a pair of badly injured teens.
  • Glowing Eyes of Doom: Dagger's eyes glow with bright light when she's emotionally unsteady, such as when she was demanding Cloak release Bombshell from his folds, lest he kill her.
  • Horror Hunger: Seemingly averted in the Ultimate incarnation of Cloak. He kept Bombshell in the folds of his cloak for a few minutes, and she emerged without the ill effects of Cloak's Earth-616 counterpart. We don't know enough, yet, though, as Dagger did seem to feel that Cloak keeping Bombshell in there for a prolonged length was dangerous to their adversary.
  • Mythology Gag:
    • The driver of Ty and Tandy's limo was Simon Marshall, the man who, in the original Marvel Universe, created the synthetic drug that gave them their powers.
    • On a Meta level, once more Cloak and Dagger are making their debut in the pages of a Spider-Man comic.
  • Pragmatic Adaptation: Some elements have been clearly changed. The duo's powers no longer come from drugs, and instead from Dark Matter. Also, in the original universe, Ty suffered from a speech impediment and a learning disability. In this world, he's a student council president and the assistant manager of a fast food restaurant.
  • Sensual Spandex: Notable for being averted. Dagger's new outfit avoids the Absolute Cleavage, Bare Your Midriff, and Cleavage Window tendencies of her other-universe counterpart. There is a recessed area on her outfit that still has the same dagger shape, but her new outfit seems to be made of a padded, space-age fabric.
  • She Cleans Up Nicely: Tandy in her Prom dress.
  • Thou Shall Not Kill: Dagger reminds Cloak that they're not killers when he tries holding Bombshell in his cloak for an extended period of time.
  • UST: Notable for being averted. In this world, Ty and Tandy were dating for six months before the car accident rendered them comatose. Tandy had even just finished telling Ty that if he asked her to marry him at that moment, she'd have said "yes".

    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.
For tropes, see here

    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.
For tropes, see here

New York Police Department

    Captain John Stacy 

Captain John Stacy

Police Captain John Stacy is Gwen's father and was the officer in overseeing the hunt for Uncle Ben's killer.

  • Adaptation Name Change: In classic canon, his first name is "George". Here, it's "John".
  • Adaptational Early Appearance: Much like Gwen, he wouldn't meet Peter until college in the classic comics. Here, he's one of the officers on the case of Ben's murder and in fact, predates his daughter's debut.
  • Demoted to Extra: He had a lot less screentime than in the classic comics.
  • Dies Differently in Adaptation: In the classic comics, George died pushing a kid out of the way of falling debris casued by Dr. Octopus's tentacles going crazy. Here, John dies as the result of a bomb tossed by a Spider-Man imposter.

    Captain Jeanne De Wolfe 

Captain Jeanne DeWolfe

A police officer that is seemingly a supporter of Spider-Man, though it turns out she's not what she seems.

  • Adaptation Name Change: Her name was modified from "Jean DeWolff" to "Jeanne DeWolfe".
  • Adaptational Early Appearance: Here, she meets Peter while he's im high school. In classic continuity, Peter's already an adult when he meets her.
  • Adaptational Villainy: The original DeWolff was an honest cop. This DeWolfe was a Dirty Cop in the pocket (and also the bed) of the Kingpin.
  • Dies Differently in Adaptation: While both incarnations were shot, in the classic comics, Jean was murdered by the Sin-Eater in her home. Here, she's shot by the Punisher for her involvement with the Kingpin after she arrives to see Peter, Daredevil, and Moon Knight deal with the Kangaroo.
  • Dirty Cop: Unlike the original DeWolff, this DeWolfe was aligned with the Kingpin.
  • Manipulative Bastard: She used Peter to help do the dirty work of Fisk by getting rid of rivals.

    Captain Frank Quaid 

Captain Frank Quaid

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

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

    Maria Hill 

Maria Hill

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

  • Adaptational Early Appearance: She debuts during Peter's high school years instead of post-college years.
  • Adaptational Job Change: In the comics, she replaced Nick Fury as the head of S.H.I.E.L.D. Here, she's a former agent turn NYPD detective.
  • By-the-Book Cop: Subverted. Maria Hill has no problem with violating someone's civil liberties such as barging upon someone's home without a warrant and threatening to strip search them without any justification. She even scoffs at those who point out that what she is doing is wrong because of those reasons. This has to do with her background as a former S.H.I.E.L.D. agent who has a lot more leeway than a cop.
  • The Commissioner Gordon: Acts this way towards Miles although the relationship was rocky at first.
  • Genre Savvy: Upon hearing about Norman Osborn's potential immortality, she does her best to burn his "corpse" to ashes. Just in case.
  • Reasonable Authority Figure: Initially it seems like she was giving Miles a hard time, but in actuality, she owes her career to Spider-man and does whatever she can to help him.
  • Secret Secret-Keeper: She knew who Miles was the moment they met mainly because she has SHIELD connections.
  • There Is No Kill Like Over Kill: After Green Goblin was dealt with thoroughly by the Spider-Men, she felt the need to put more bullets in the unconscious and depowered Osborn and then set him on fire for good measure.

Rogues Gallery

    Norman Osborn / Green Goblin 

Norman Osborn/Green Goblin

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

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

He has recently been brought back as The Dragon to Ultimatum.

  • Abusive Parents: More neglectful than flat out abusive, though he outright claims both Harry and Peter as "his". He starts off as neglectful towards Harry, then brainwashes him into compliance, then has him brainwashed even further to turn him into Hobgoblin. Eventually, he beat Harry to death, though he did actually show regret for that one.
  • Adaptational Badass: As part of his Adaptational Superpower Change, this Norman is stronger than the mainstream version, who relies on gadgets in addition to his superhuman abilities.
  • Adaptational Early Appearance: While one of Peter's earliest enemies, Peter still didn't meet Norman until after he met Harry. Here, he's present from the beginning.
  • Adaptational Superpower Change: Unlike the original Green Goblin, who uses a glider, pumpkin bombs, and wore a costume, this Norman can transform into a hulking Goblin-like monster form and is pyrokinetic.
  • Adaptive Ability: His powers constantly mutate and change. When he first started out, only his face changes. Come his reappearance, his entire body changes into a Hulk-like form, but requires injections of Oz to reach. After that, he becomes able to mutate at will.
  • Ambition Is Evil: Wanted to usher in a new era of bio-engineered superheroes so badly that he ignored science ethics and was willing to have Peter Parker killed when he thought the spider bite that Parker endured would stop all the progress he gained.
  • Arch-Enemy: Peter's. Norman Osborn brings about the beginning of Peter Parker as Spider-Man, and the Green Goblin brings about his end. Can't get more "Arch" than that.
  • Ax-Crazy: After taking Oz and regaining some control of his transformation, Osborn started hearing voices in his head. In one issue, his actions were retold in his point of view where the reader can see just how crazy he is.
  • Beard of Evil: He grows an impressive one during his captivity after killing Peter Parker. He quickly gets rid of it.
  • Big Bad: Of the entire series, but of the Power & Responsibility, Legacy, Ultimate Six, Death Of A Goblin and The Death of Spider-Man arcs specifically.
  • Brought Down to Normal: Miles' venom strike is particularly harmful to Norman, and leads to Miles curb-stomping him and filling him with so much juice he is forced back into human form.
  • Canon Immigrant: By Miles Morales: Spider-Man #10, he's found his way to the main Marvel Universe working for the villain Ultimatum.
  • Corrupt Corporate Executive: Even before he became Green Goblin he was evil. He was arguing about the inability to put addictive materials in OZ while citing cigarette companies getting away with it before anyone found out.
  • Death Is Cheap: Norman simply refuses to stay dead, which is significant in the Ultimate Universe as only a few other characters have returned from death.
    • Norman fell off of Queens Bridge after being shot multiple times, and apparently drowned in his first battle with Peter Parker.
    • After killing his son, a shaken Norman felt horrible about his actions and reverted back to his normal shelf, asking to be put down. Carol Danvers happily obliged and shot him at point-blank range.
    • Comes back to life somehow and returns in Death of Spider-Man. Even SHIELD has no clue how he did it. When he escaped and reformed the Sinister Six sans Doctor Ock plus Vulture and attacks Peter only to die again... It still didn't take.
    • In Miles Morales: The Ultimate Spider-Man #6, it is revealed that the OZ formula has effectively made him immortal so he literally cannot die. However, since the spider was also infused with the OZ formula, that means Peter Parker is also still alive, and the two Spider-Men team up to end him once and for all. Maria Hill shoots and then burns his corpse for good measure. And not even that was enough: The Ultimate universe is back at the end of Spider-Men II, and Norman is still trolling around. Thanks to Ultimatum, a.k.a. the evil adult version of Miles Morales, he's found his way to the main Marvel Universe to continue to menace the young Spider-Man.
  • Demoted to Dragon: To Ultimatum.
  • The Dreaded: He's the most feared of Spider-Man's villains in this verse strictly because of his ruthless bloodthirsty nature and overall brutality to anyone, and anyone who isn't fooled by his Villain with Good Publicity charade is terrified of him. After he survived his first brush with death and appeared on the news to discredit Nick Fury, Spider-Man's friends had a panic attack and immediately started plans to skip town.
  • Evil Genius: Oz gave him heightened intelligence and he was already smarter than most before. Fortunately, the OZ Serum also amplified his Narcissism to full-blown Megalomania and insanity. Unfortunately, this doesn't exactly stop him from being a threat to every living thing around him.
  • Evil Is Petty: His reason for attacking Peter stems from the fact that he thinks that he made Spider-Man (he didn't) and Spider-Man ruined everything in his life (Osborn ruined everything himself and is blaming Peter and Nick Fury). During their final showdown, Spidey even calls him out on it, pointing out that killing him won't bring back anything Norman has lost or bring Harry back; the Goblin flat-out tells him he doesn't care as long as Spider-Man is dead.
    • Has special contempt for Nick Fury, particularly because he feels that Nick Fury took everything from him, including whatever success he may have gained with Oz. So he deliberately does everything in his power to get a special middle finger to him, even to go as far as paint himself as a victim on national television.
  • Greek Mythology: Osborn has a fondness for reciting the tale of Arachne and Athena. He did this with the spider and scientist that would inevitably create Spider-Man. In a Call-Back, he does this with the spider and the scientist that would also create Spider-Man II.
  • Glowing Eyes of Doom: All the time when he's in Goblin form, it's merely a tip-off that his powers are activating when he's human.
  • A God Am I: Once he realizes that the OZ formula has made him immortal, he believes himself to be a God and his creations "The New Gods".
  • Hero Killer: The greatest example in the Ultimate Universe. The fact that he has killed Peter Parker speaks volumes. In Miles Morales: The Ultimate Spider-Man 3, he appears to kill Monica Chang (former Director of SHIELD) and J. Jonah Jameson.
  • How the Mighty Have Fallen: As of Norman Osborn's appearances in the pages of Miles Morales: Spider-Man. In place of the demonic Hulk-like creature or the viciously manipulative nigh-unstoppable evil genius, Norman is now The Brute for an even more powerful villain who calls himself "Ultimatum". Miles Morales (who, at this point, has no memory of living in another universe) straight-up calls him Ultimatum's nasty pet.
  • Hulking Out: He easily doubles in size and turns green when he shifts into the Green Goblin. As his powers evolve over the course of the series, his Goblin Form becomes progressively larger and more monstrous. During the Death of Spider-Man, it turns black, and the horns on his head become even more pronounced.
  • Humiliation Conga: Once he encounters Miles Morales, the battle that follows is a long, drawn-out exercise in Norman's limitations... when he's facing someone just as strong as he is (and potentially even tougher) with no psychological edge to take advantage of, the Green Goblin gets stomped into the ground by a 14-year-old. At the time of this writing, his most recent appearance is in Miles Morales: Spider-Man #10, where he's fallen from a master manipulator and evil genius to little more than Ultimatum's pet monster. That said, he's developed a greater resistance to Miles' Venom Blast, which was the Kryptonite Factor in their last confrontation.
  • I Know Your True Name: Knows Spider-Man is Peter Parker (but then, so do most of the other villains). Of course, this is less impressive since he had Peter watched the moment the kid was hospitalized for the spider-bite.
  • Insane Troll Logic: A true master at this. Look at the Evil Is Petty entry. Points for being actually insane. And both looking and acting like a troll.
  • It's All About Me: Has major issues with this. He even kills Dr. Octopus for daring to suggest that he played a part in the origin of Spider-Man.
  • Joker Immunity: Between this and S.H.I.E.L.D.'s increasingly cardboardy Cardboard Prison, it really got rather ridiculous towards the end. After S.H.I.E.L.D. dissolves post-Cataclysm, he is revealed to be alive and scheduled to be transferred to an actual Cardboard Prison. Naturally, he escapes in-transit.
  • Kick the Dog: His first action as a superpowered monster? Kill his wife.
  • Knight of Cerebus: Expect things to get dead serious, and Peter's life to get even worse, whenever he shows up.
  • Large and in Charge: Norman's pretty large even before he goes green. Leads to a bizarre moment when he tries to raid the Parkers' house for clothing, and ends up having to turn bedsheets into a toga, because nothing fits him.
  • Large Ham: In his Goblin form, Norman's lines are often written with multiple exclamation marks.
    Norman: I own you!! Your responsibilities are to me!!
  • Madness Mantra: Gains one after Peter Parker's death and his subsequent imprisonment.
    Norman Osborn: You're all going to burn.
  • Manipulative Bastard: 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 phrase, 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.
  • Mission from God: Believes he's on one to kill Spider-Man in The Death of Spider-Man. Regardless of whether he is or not, he succeeds.
  • Moment of Lucidity: In Miles Morales: The Ultimate Spider-Man, he confesses to J. Jonah Jameson that when Miles used his venom blast on him, the jolt stabilized his chemically-imbalanced brain long enough for him to realize his many atrocities, including the murder of his own son Harry.
  • Muscles Are Meaningful: When Norman transforms into his Goblin Form for the first time, he changes from a near middle-aged fellow(though still in good shape) to a seven-foot tall beast of a man with claws and horns. Over the course of the story, his Goblin Persona grows larger and more monstrous - at one point, he leaps onto the S.H.I.E.L.D. Helicarrier and it leans to one side due to his weight.
    • Muscles Are Meaningless: Curiously, despite his great size and girth, Norman never exhibits strength on the level of Thor or The Hulk. He seems to be on about Peter's level, though he is able to throw much more mass behind his punches. It is perhaps this reason that later story-arcs tend to focus on the Goblin's pyrokinesis as his main power.
  • Mutual Kill: Averted, unfortunately (though Peter tried his damnedest). In Miles Morales: Spider-Man #1, he's revealed to be alive and locked up. Of course, he escapes in the middle of a transfer to a less-secure prison.
  • My God, What Have I Done?: After pummeling Harry to death whilst in his Goblin form, Norman simply reverts to his human form & asks for S.H.I.E.L.D. to kill him.
  • Never Found the Body: 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. Or is it?. We see the police ships, the site where he fell, the water, some bubbles... end of this issue!
  • Never My Fault: A defining characteristic of him and his insanity. He holds nothing he does as accountable towards himself. He blames SHIELD and Nick Fury for his psychosis. He blames a greater power for his killing of his own son. He blames Peter Parker for ruining his life.
  • New Powers as the Plot Demands: In Vol 1. #160, he suddenly develops the ability to absorb flames when it's most inconvenient for Peter.
  • No Kill Like Overkill: After getting trashed by Miles and Peter and getting filled full of Venom Strikes, an overtaxed Norman finally reverts to human form and slumps over unconscious. Maria Hill debriefs the Spider-Men and tells them to take Aunt May and company somewhere safe... then she promptly empties her clip into Norman's body and sets his corpse on fire.
    Det. Maria Hill: You know, just in case. Buh-bye, Norman Osborn. I hope you burn in hell, too.
    • And of course, not even this lasts once the Ultimate Universe has been restored. The only way for him to stay dead for longer than ten minutes is if the planet he's on ceases to exist!
  • Not Quite Dead: The OZ serum he originally dosed himself with seems to have made him nigh-immortal - he's "died" and returned to life more often than the 616 Green Goblin.
  • Playing with Fire: Norman's primary power, and the one that proves the most versatile over the course of the story. During his original transformation, he could generate fireballs that explode on contact with the target (and doubles as a Mythology Gag to the 616-Goblin's pumpkin bombs). Eventually, he could generate an aura of heat that could melt bullets before coming into contact with him, use his flames to fuel his high-altitude leaps, and make things explode with his mind... the latter of which he doesn't need to be in Goblin Form to perform.
  • Professor Guinea Pig: When he confirmed that the incident with the spider ended well, he sought to repeat it on himself.
  • Resurrective Immortality: According to the him the OZ formula grants this, explaining how he keeps coming back from the dead.
  • Surrounded by Idiots: His opinion about himself.
  • Team Member in the Adaptation: As Ultimate Six predates Mark Millar's run on the Marvel Knights Spider-Man, the Ultimate version falls under this as co-leader of the Six.
  • The Unfettered: Both in and out of his Green Goblin persona, Osborn is unaffected by logic and is only concerned about himself. Even the death of his son doesn't shake him too long after the resurrection.
  • Villain Has a Point: Is pretty pissed off that Fury arrested him and several other super-powered criminals with no due process, legal counsel, or any contact at all to the outside world to let anyone know where he is. Fury outlines that after willingly tampering with their DNA, he's decided that Osborn and the other prisoners have no rights any more, 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 Big Bad was granted a fair trial, but Osborn and the other prisoners are given no legal representation at all. Granted, all of this is rather hard to complain about given Norman can (and does) kill again the second he escapes though the fact he hid this from the President himself gets him in trouble later on.
  • Villain Takes an Interest: As with his 616 counterpart, he's attempted to recruit Spider-Man on more than one occasion, and even considers him a sort of son in a twisted way.
  • Voluntary Shapeshifting: Eventually gains control of his ability to transform.
  • Weaksauce Weakness: Played with and potentially tied with Logical Weakness. Norman is absurdly vulnerable to Miles' venom strike, which up to this point has been treated as a somewhat comical (though effective) way to end a fight. It actually affects Norman so much that he is briefly brought back to lucidity (from his typical Ax-Crazy persona), which Miles speculates is due to the toll the OZ formula has taken on Norman's genetic structure. Between this and Ganke's prodding to study Peter Parker's old fights, Miles Morales absolutely has his number in physical combat.
  • Worthy Opponent: 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 Miles Morales series, he has this to say (before he kills her):
    Norman Osborn: There's only one Nick Fury. And you were just... not him. On any level.

    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.

  • Adaptational Badass: As part of his Adaptational Superpower Change, this Octavius can use any metal he can to make his arms.
  • Adaptational Superpower Change: Originally presented as a technopath like his original counterpart, this Ock was later revealed to have similar powers to Magneto.
  • Artificial Limbs
  • Big Bad: Of the Clone Saga and the Hollywood Arc.
  • Character Development: Before Ultimate Enemy, he did whatever he could to ruin Peter's life and he reveled in it. It took Peter Parker to save him from being crushed to realize that he was proud of creating a hero like Spider-man in spite of him being one of the hero's worst enemies.
  • Combat Tentacles: Like the 616 version, he seems to have a bond to them as he is able to sense where they are regardless of the distance. Later, he gains the ability to form these out of any kind of metal.
  • Composite Character: He's the mastermind of the Clone Saga, taking the place of The Jackal.
  • Cut Lex Luthor a Check: Averted and later deconstructed. 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. After deciding to use his talents for the US Government, he used his new legal station to apply his scientific talents to make super-soldiers for the government while also going out of his way to screw Peter and drive him insane. A hard lesson in showing that cutting an evil person a profit for legally and constructively using their work doesn't stop them from being evil.
  • Cybernetics Eat Your Soul: Averted. He was already conducting corporate espionage before the accident and the arm really had no affect on his personality or morality. The situation of feeling betrayed and being turned into a monster made him violent.
  • Cyborg: He has his Octopus arms and harness grafted to his body. He also has eyes replaced by Cybernetics by Hank Pym. And the cybernetics were not meant to save his life or heal his injuries, as Hank pointed out that they could have gave him proper treatment, but decided (without Otto's volition) to make him a cyborg.
  • Evil Genius
  • Extra-ore-dinary: The reveal of the Clone Saga; Octavius can control metal in general, but preferred to use it in the form of his four tentacular arms.
  • Eye Scream: His eyes were badly damaged in the accident that gave him and Norman their powers. He usually wears sunglasses to hide it.
  • Fallen Hero: He was revered in the science community. So revered that even the Ultimates' Wasp admired his work.
  • For the Evulz: His reason for masterminding The Clone Saga. Sure, he was given a second chance to work for the government to become a scientist again. If anybody knows the Ultimate Universe, Doc Ock could have literally created anything he wanted. However, he uses his newfound opportunity to create clones of Peter Parker and pervert every aspect of his life. And he did it for kicks.
  • Freak Lab Accident: He was trying to administer Oz into Norman Osborn at his residence until Osborn lost control his power and burned the entire residence down.
  • Heel–Face Door-Slam: Prior to the 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. The Green Goblin promptly kills him.
  • I Know Your True Name: He put the pieces together after working directly with Osborn when Peter first got bitten.
  • Killed Off for Real: By Green Goblin.
  • Knight of Cerebus: Every time he has appeared, the plot becomes darker and more serious in tone. He is not an enemy in light-hearted stories.
    • His first appearance has him go on a Roaring Rampage of Revenge on people who he suspects betrays him. He is the second villain to brutally hand Peter his ass and then goes so far to kill someone on National Television. He also revealed that he knew Peter's identity
    • His second appearance has him fake turning good to trick his captors, SHIELD, into releasing him. This inevitably leads to the Ultimate Six being formed to hold the country and SHIELD at hostage.
    • In the Hollywood Arc, it is set up as being a fun arc that ties in the movies, but it again becomes dark as he defeats Spider-Man, captures him, and drags him all the way to Brazil in order to torture Peter.
    • The Clone Saga was all his idea and was so horrendously evil that Peter repeatedly thought about murdering Otto for it. He was hired by the US government, who did not like that Nick Fury had a team of superhumans 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.
  • Manipulative Bastard: Otto manages to sell the Government on his reform (and the potential to create a Super Soldier for them) specifically so he could manipulate Peter's genome and ruin his life.
  • Multi-Armed and Dangerous: 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, 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.
  • Not That Kind of Doctor: He is a geneticist.
  • Pet the Dog: After Jessica and Peter saved him, he became eternally grateful towards Peter. When the Ultimate Doom was over, Peter pondered why Reed Richards would attack his home, as his other targets included the likes of Stark Industries, Baxter Building, and etc. Doc Ock assured him that Reed attacked him because he has the potential to be more intelligent than both Reed Richards and himself, and some people feel that his talents are wasted in the costume.
  • Revenge: Otto's main motivation to get back at those who he feels betrayed him. He never seems to be interested in money or power. His revenge originally was directed at 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.
    • Revenge Before Reason: 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 second thoughts about how he's treated Parker.
  • Sunglasses at Night: He wears them because his eyes were destroyed in the accident and crudely replaced by poor cybernetic eyes.

    Wilson Fisk / Kingpin 

Wilson Fisk/The Kingpin

Wilson Fisk is the head of every crime syndicate in New York. All facets of petty crime or highway robbery could be traced back to him. He is the Big Man in every way imaginable. He not only runs a crime syndicate, but he also is the Chairman 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 Electro around to handle what he cannot.
  • Adaptational Early Appearance: Here, he and Peter meet during Peter's high school days instead of college.
  • Adaptational Jerkass: He lacks many of the scruples the mainstream Kingpin has. He kills wantonly, has no trouble trying to have a school full of children killed out of spite, and regularly has extramarital affairs despite proclaiming to love his comatose wife. He also engaged in Mutant Growth Hormone black market deals, something the mainstream Fisk actively tried to put a stop to.
  • Ax-Crazy: He hides it well, but is a brutal ruthless thug who doesn't mind crushing skulls.
  • Bad Boss: Crushed Mr Big's head with his bare hands because the guy sassed him. It's also implied he's killed employees for talking about him behind his back.
  • Better the Devil You Know: Averted. The Ultimate Knights and Black Cat all want Kingpin gone and don't see him as necessary in the slightest. In the earlier issues Robbie Robertson does invoke this trope to Peter, suggesting that Kingpin might be preferable to an Evil Power Vacuum. Later when Peter repeats this to Daredevil to stop him from killing Fisk, Daredevil points out that the Third Reich died out once Hitler was taken down.
    • Even after his demise, no one has been able to formally take his place. There have been attempts, but they were thwarted by both Spider-Men. Until Miles took a year long break and Hydra grew into power and became more subversive in corporations and street gangs.
  • Berserk Button: Do not make fun of his weight, mess with his wife (and then let him live afterwards), steal his stuff, or constantly meddle in his affairs.
  • Big Bad: Of the Kingpin arc as well as the Ultimate Knights arc.
  • Entitled Bastard: Ordering Spider-Man's school blown up while class was in session after Daredevil threatened to kill his wife. And during the threat, he kept pleading with Daredevil that he had done nothing wrong because it "wasn't personal" despite the fact that in the Ultimate continuity, Kingpin was the one who killed Daredevil's father, and was indirectly responsible for the death of Uncle Ben.
  • Even Evil Has Loved Ones: Contrary to his ruthless behavior, he did care about his wife a lot and did everything in his power to wake her up from her comatosed state. Daredevil openly speculates if he's the reason she's in a coma in the first place.
    • When he found out that his Corrupt Cop (and lover) Jean DeWolfe, was dead, he mourned for her.
  • Even Evil Has Standards: Even Fisk knew well enough that the Ankh was too dangerous to be in human hands, so he locked it away more securely than any of his other, more valuable resources.
  • Fat Bastard: Actually, no. A lot of his mass is muscle.
  • From Nobody to Nightmare: He started out as some low-level thug before using his savvy and massive size to bull his way up the ladder.
    Jefferson Davis: This was just about the biggest guy you've ever seen making his way through the Tri-State area's criminal activity. This was a guy on the rise. He was sticking his big fat thumb into every situation he could, climbing his way through with muscle and intimidation... with murder. He was moving so fast that the government was already aware and scared of him.
  • Genius Bruiser: Fisk is 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.
  • Know When to Fold 'Em: When he learns Peter is being watched by S.H.I.E.L.D. he backs off, not wanting to try and fight Nick Fury. Fury had already busted him years before for human/mutant trafficking, and he didn't think he was likely to get away again.
  • Ironic Echo: He pleads with Daredevil to spare his wife's life, citing that "It wasn't personal". Just before his death, Mysterio hits him with this.
    Fisk: Who are you now?
    Mysterio: I'm actually a big fan of yours. But just so you know... this isn't personal.
  • Karma Houdini Warranty: No matter what dirt is dished out on him, he always manages to come back. Then Mysterio shows up...
  • Killed Off for Real: After Ultimatum literally took out his competition (and conveniently washed away any evidence of his previous wrong-doings), Wilson Fisk returns to New York to run his Criminal Empire unopposed... and is promptly blasted out of his penthouse window by Mysterio.
  • Large and in Charge: Wilson Fisk is absolutely massive, dwarfing Ox of The Enforcers (who is already huge) and runs his empire through business savvy and intimidation. He is perhaps the largest purely-human antagonist Spider-Man faces.
  • Man of Wealth and Taste: He likes to present himself as one.
  • Manipulative Bastard: Finds a way to manipulate Spider-Man into doing his dirty work twice such as taking out the competition when he can't do so himself since he is under constant surveillance.
  • Might as Well Not Be in Prison at All: The source of one of Peter's many frustrations is that this guy can literally get away with killing someone on camera and get off while he, as Spider-Man, gets demonized as a public menace when he has saved more people than most heroes combined.
  • Nice Job Fixing It, Villain!: He directly has a hand in setting Spider-Man on the path to righteousness, giving Black Cat a reason to hate him, and has managed to antagonize the Knights enough to band together to take him out.
  • Swiss Cheese Security: Averted. After one to many times of Spider-Man crashing through the windows, he finally implements reinforced glass only for Peter to swing into it and crash.
  • Villainous Breakdown: After Daredevil threatens his wife, and Spider-Man saves her, he's Dramatically Missing the Point 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.
  • Villain with Good Publicity: People have a hard time thinking he was a mob boss. Ends up being averted later on in that many people know Fisk is bad news, but are too terrified to actively speak ill of him at the risk of death at the hands of Fisk's goons.
  • The Worf Effect: He's a major antagonist to Spider-Man, and even had a hold on Peter financially for a time. However, he is murdered by Ultimate Mysterio in his first appearance to give clout to the new villain.
    Mysterio: Did you read the news today? Oh boy. They said a fat man fell and broke his everything.

    Sergei Kravinoff / Kraven the Hunter 

Sergei Kravinoff/Kraven the Hunter

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

  • Adaptational Nationality: This Kraven is Australian, not Russian.
  • Awesome Aussie: In this universe he's from Australia rather than Russia, making him a bloodthirsty version of Steven Irwin.
  • Badass Moustache: A thick, well-groomed horseshoe mustache.
  • Curb-Stomp Battle: His first fight with Spider-Man was this.
  • Didn't Think This Through: Has a long-running television show and celebrity lifestyle made possible by killing animals with his bare hands. While that obviously establishes him as a badass, he then decides to fly to New York and murder Spider-Man live on national television as part of his show. Unsurprisingly, tangling with someone with actual superpowers doesn't end well; Spidey easily side-steps his attacks and takes him out in a single punch. Then he's arrested for attempted murder. Then he attempts to get his DNA altered to give him the super-powers needed to get revenge.... and is promptly arrested by The Ultimates after bragging about it.
  • Egomaniac Hunter: As ever, Kraven is a macho nutjob who hunts and murders animals, though unlike usual he's made a career of hosting a Steve Irvin-style show out of it.
  • Empowered Badass Normal: This Kraven originally has no powers, then gained the ability to turn into a werewolf-like creature.
  • Hunting the Most Dangerous Game: After making a living killing animals on national television, Kraven decides to hunt and kill Spidey as part of his show. Once he actually attempts it though, he's arrested since, y'know, that's kind of a crime.
  • Land Down Under: Where he hails from.
  • The Nose Knows: Appears to do this to track Spider-Man, but it's revealed he actually has no super-powers and is just pretending for the sake of his TV show. Later, after having his DNA tampered with he gained this power for real.
  • No Celebrities Were Harmed: Is Steve Irwin if he were an asshole Egomaniac Hunter instead of a loveable conservationist.
  • Our Werewolves Are Different: For a time, he could turn into a were-wolf like creature. S.H.I.E.L.D. removed that ability from him, though.
  • Show Within a Show: Was the host of a reality TV show where he killed animals with his bare hands.

    Maxwell Dillon / Electro 

Maxwell Dillon/Electro

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

  • Accidental Misnaming: Apparently Wilson Fisk tended to mistakenly call him "Elektra", despite Maxwell telling him otherwise.
  • Bald of Evil: He even grows his hair back while in a coma, and when he wakes he burns it right off again.
  • Evil Is Petty: First thing he does once he's free of his restraints in Volume 3 is try to kill Nick Fury, instead of escaping.
  • Genetic Engineering Is the New Nuke: Rather than being an electrician struck by lightning, he was experimented on by Justin Hammer.
  • Hero Killer: He doesn't necessarily kill anyone, but he takes out major characters Iron-Man, Hawkeye, and Spider-Woman in quick succession before Miles gets the bright idea to not just attack the person made of electricity directly.
    • During the Ultimate Six story-arc, the hero he ends up facing off with is Thor, in a battle that is mostly even until they take to the skies (where Thor can unleash his full strength without worrying about civilian casualties).
  • Joker Immunity: Aunt May shoots him repeatedly, but a few months later and he's back on his game.

    Alex O'Hirn / R.H.I.N.O 

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

    Herman Schultz / Shocker 

Herman Schultz/Shocker

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

  • Adaptational Wimp: Until his last appearance, he basically served as a punching bag for Peter and was easily defeated, whereas despite a reputation otherwise, the classic Herman was able to hold his own against Peter multiple times.
  • Butt-Monkey: Until he Took a Level in Badass.
  • Cardboard Prison: He simply rebuilds his gauntlets using the prison's shop station and uses them to escape.
  • The Chew Toy: Between getting fired and most of his hilariously pathetic showings against Peter, the Ultimate Universe wasn't kind to this Shocker.
  • Clothes Make the Superman: His "Vibroshock Gauntlets", which project concentrated blasts of air that has been vibrated at an intense frequency.
  • Cut Lex Luthor a Check: Subverted as he initially tried to sell his equipment but he was rebuffed and eventually his ideas were stolen by the very corporation he tried to sell out to.
  • Embarrassing First Name: Spider-Man thought it was hilarious.
  • Ineffectual Sympathetic Villain: Just don't tell him you feel sorry for him.
  • Lethal Joke Character: By the time of his last appearance, he's gone completely insane stopped screwing around, and captured and tortured Peter.
  • Sanity Slippage: In his last appearance, he's gone right over the edge.

    Eddie Brock Jr. / Venom I 

Eddie Brock Jr./Venom I

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

  • Achilles' Heel: His main weakness is high-voltage shocks.
  • Adaptational Badass: 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.
  • Adaptational Early Appearance: In the classic universe, Peter and Eddie were well out of college (and Peter having been Spider-Man for years) when Eddie becomes Venom. Here, Peter's still a rookie in high school and Eddie's a college student.
  • Adaptational Origin Connection: 616 Eddie didn't personally know Peter Parker, and his Roaring Rampage of Revenge 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.
  • Adaptational Villainy: Unlike the Pragmatic Hero Venom would eventually become in the original, both the Venom Suit and Eddie have none of the redeeming qualities of their 616 counterparts and are instead full villains. In this version the Venom Suit was created to be a cure for cancer by Peter's and Eddie's parents, however it ended up becoming a fully parasitic monster that forces it's hosts to feed it or be consumed themselves, while Eddie Jr. is a perverted and self-serving Consummate Liar more than willing to become an almost mindless beast thanks to the power it gives him and the connection it has to his father.
  • Alternate Identity Amnesia: In War of the Symbiotes, Eddie states that when the symbiote takes over he doesn't exactly remember what goes on around him.
  • Alternate Self: To the mainstream Eddie Brock, though he's still in college and is taking a biology major.
  • Badass Longcoat: Wears a brown trench coat.
  • Big Bad: Of the Venom arc, especially after it bonds with Brock.
  • Big Eater: 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.
  • Blob Monster: After absorbing the Carnage symbiote, it appears as though Eddie was assimilated into the Venom Suit, becoming completely amorphous.
  • Body Horror: 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.
  • Chest Insignia: 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.
  • Childhood Friend: To Peter Parker, also fulfilling the Evil Former Friend and Rival Turned Evil tropes.
  • Clingy Costume: Subverted as the original Venom suit leaves Eddie to return to Spider-Man.
  • Combat Tentacles: Unlike the original Venom from the 616 Universe, this is Ultimate Venom's only means of ranged attack.
  • Consummate Liar: Eddie's roommate even categorizes him as a self-obsessed serial liar.
  • Covert Pervert: 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.
  • Chuck Cunningham Syndrome: Hasn't been seen since Beetle abducted him.
  • Deadly Upgrade: The suit is devouring Eddie from the inside out, forcing him to satiate its ravenous hunger to stay alive.
  • Death Seeker: 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.
  • Evil Counterpart: Eddie is one to Peter and Venom is one to Spider-Man.
  • Evil Former Friend: Eddie and Peter were childhood friends.
  • Evil Is Deathly Cold: 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.
  • Evil Is Petty: By the time he becomes Venom, his main goal in life is apparently just relegated to "kill Peter, kill Peter and then kill Peter again" over him obliviously stealing his father's work, and the mere existence of his Spider-Man identity.
  • Fangs Are Evil: Form when the Venom Suit begins to take control of its host.
  • Flawed Prototype: The Venom Suit was the second stage of an anti-cancer treatment-turned-bioweapon.
  • Green-Eyed Monster: Eddie Brock is someone who thinks Peter has it better than him and hates him for it. Peter had loving parents, loving guardians, loyal friends, and has no trouble getting girlfriends unlike Brock. Peter being Spider-Man and the Venom suit bonding with him only adds to this baggage.
  • Heroic Build: 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.
  • Horror Hunger: 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.
  • Hulking Out: When Peter succumbed to the Suit's bloodlust he seriously bulked up.
  • I am a Humanitarian: 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 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.
  • I Ate WHAT?!: Eddie instinctively ate a janitor and two security guards after bonding to the Venom Suit, and was initially horrified.
  • If I Can't Have You...: The Black Suit has a genetic memory and wants to be bonded to Spider-Man.
  • It Can Think: 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.
  • It's All About Me: Oh, hell yes. The symbiote has no personality to speak of, but Eddie is a Consummate Liar plagued with perverted desires he doesn't bother to overcome, and is really just looking out for himself. The only reason why he craves the symbiote is not because he cares for its well-being, but just because he wants it as his.
  • Jerkass: As Gwen Stacy tells Peter after Brock's "attempt" to pick her up, she calls him a "bad guy", a fact that Eddie's room-mate confirms, characterizing him as a self-obsessed serial liar.
  • Knight of Cerebus: Both the Suit and Eddie, though the latter to a lesser extent. The Suit is almost guaranteed to invoke a Mass "Oh, Crap!", from Peter, from SHIELD, from the Ultimates, from the entire world according to Nick Fury. As if to 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.
  • Legacy Character: 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.
  • Lightning Bruiser: Is far more massive and stronger than Spider-Man, and can jump at very fast rates.
  • Living Weapon: Bolivar Trask, Donald Roxxon, and even S.H.I.E.L.D intended to use the Venom Suit as one.
  • Lovecraftian Superpower: Constantly forms tendrils and spikes.
  • Madness Mantra: When fighting the Wildpack, all Venom could say was "Huuuuuuuunggryyy!"
  • More Teeth than the Osmond Family: Wouldn't be Venom without 'em.
  • No-Sell: Peter did this to bullets and to Shocker's vibroshock blasts while wearing the Venom Suit.
  • Not Good with Rejection: When Gwen spurns his advances, a furious Eddie sneers that she's 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 and often left messes because of frustrations over constantly being rejected by girls due to his jerkass behavior.
  • Off-Model: 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.
  • One-Winged Angel: 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 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 monstrous transformation.
  • Overly Long Tongue: Likewise a staple of Venom's design.
  • Power Nullifier: Inverted from the mainstream version regarding Peter's spider-sense: instead of cancelling it out, Venom overloads it, giving Peter crippling migraines whenever he's near and rendering his Spider-Sense useless either way. It has something to do with the remaining symbiote particles in Peter's blood.
  • Psycho Prototype: The Venom Suit is the second stage of a protoplasmic cure for cancer-turned-bioweapon.
  • Psycho Serum: 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.
  • Puppeteer Parasite: The Venom Suit inflicts Horror Hunger on incompatible hosts and Unstoppable Rage regardless of compatibility. Even Peter couldn't control it for long.
  • Robot Me: Ultron created a robotic doppelgänger of Venom.
  • Shadow Archetype: Eddie to Peter, and Venom to Spider-Man.
  • Sharing a Body: 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).
  • Shout-Out: The War of the Symbiotes arc has one to Forrest Gump, with Eddie sitting on a park bench narrating his life's story to random people... before eating them.
  • Superpowered Evil Side: While Peter had more control over the Venom suit than Eddie due to it being synced with Richard Parker's DNA, it almost caused him to eat a robber that reminded him of the crook who killed his uncle.
  • Ungrateful Bastard: Peter tries to save Eddie from using the symbiote and warns him that it is too dangerous, but Eddie takes it as backhanded snobbery when Peter destroys it and keeps from Peter the fact that most scientists keep a back up sample of whatever they are studying and researching.
  • Unstoppable Rage: The Black Suit inflicted this on Peter.
  • Upgrade vs. Prototype Fight: 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.
  • Weaksauce Weakness: The Ultimate symbiote is vulnerable to electricity rather than fire or sonics.
  • What Happened to the Mouse?: Not counting a robotic duplicate created by Ultron, Eddie hasn't been seen since 2008's War of the Symbiotes arc. He was assumed to have been killed when Doctor Doom's castle was destroyed, although years later in Venom Vol. 4 #20 it's revealed that the Maker has a sample of the suit, albeit heavily impaired.
  • What Is This Feeling?: 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 copy of Gwen Stacy behind.

  • A Daptational Early Appearance: Here, Carnage debuts while Peter is in high school instead of out of college.
  • Adaptational Heroism: Isn't exactly a "hero" but is only killing out of a biological (and barely understood) need, and eventually when it realizes it's threatening Peter's life, chooses to commit suicide rather than endanger him. A far cry from the remorseless serial killer from the main universe.
  • Adaptational Species Change: The symbiote was a spawn of an alien lifeform in the main universe.
  • Adapted Out: The Cletus Kassady alter-ego.
  • Big Bad: Of the Carnage arc. Although Connors inadvertently created it, Carnage quickly spirals out of control and goes on a killing spree to sustain itself.
  • Bioluminescence Is Cool: Has a glowing yellow patch in the middle of its chest, though this disappeared when it came back as Gwen.
  • Black Eyes of Crazy: After draining the biomass of a pair of cops, it temporarily transformed into a replica of Richard Parker with black sclera and orange, pupil-less irides.
  • Blood Lust: It needed to drain the body fluids out of its victims to survive.
  • Building Swing: Uses thin tentacles to mimic Peter's webbing.
  • Cloning Blues: It was created when Dr. Connors spliced Peter Parker's DNA with his own and added a dollop of the Venom Suit.
  • Combat Tentacles: Like Venom, this is its main means of offence.
  • Fangs Are Evil: Carried over from Venom and the Lizard.
  • Fetus Terrible: When it first appeared, it was nothing more than a red-and-black fetus with glowing yellow-orange eyes. That didn't stop it from eating people.
  • Genetic Memory: It possesses fragments of Peter's memories.
  • Hero Killer: It kills Gwen Stacy in its debut arc.
  • Horror Hunger: It initially needed to drain its victims' body fluids.
  • Humanity Ensues: It temporarily transformed into a doppelgänger of Richard Parker, only needing Peter's DNA to become complete.
  • "It" Is Dehumanizing: It's constantly referred to in this manner, as it lacks any human traits that would identify it as something other than a dangerous lifeform.
  • Lightning Bruiser: In the video-game and Shattered Dimensions, it is fast, powerful, and durable.
  • Lovecraftian Superpower: Like Venom, it constantly forms tendrils and spikes.
  • Mix and Match Critters: Spider-Man, Venom, and the Lizard.
  • Our Vampires Are Different: Drains its victims' body fluids by stabbing them with Combat Tentacles.
  • Red and Black and Evil All Over: Its coloration, with a dollop of yellow thrown in.
  • Self-Disposing Villain: The first Carnage allows itself to fall into a reactor and burn to death when it realizes it was endangering Peter.

    Spider-Man Impostor 

Spider-Man Impostor

A petty criminal who impersonates Spider-Man's likeness to commit a crime spree.
  • Arc Villain: Of the Public Scrutiny arc. He only sticks around for a couple issues and never shows up again after he's dealt with.
  • Curb-Stomp Battle: Naturally what happens when he's directly confronted by the real Spider-Man. And it's an absolutely brutal pummeling.
  • Dirty Coward: He easily kicks around innocent people who get in his way, but when confronted with the real Spider-Man, he quickly reveals himself to be a cowardly thug who hides behind hostages just to keep himself from being hurt.
  • Hero Killer: He's responsible for the death of Captain Stacy in this continuity.
  • Small Role, Big Impact: Despite only appearing for a handful of issues, his murder of Captain Stacy has serious long-term repercussions for Gwen and leads to her staying at the Parker residence.
  • Would Hurt a Child: He has no qualms tossing a backpack with an armed explosive at a child to get the police off his trail, which indirectly leads to the death of Captain Stacy.



Typically a Doctor Strange villain, he appears twice in Ultimate Spider-Man and puts Peter through the ringer both times.
  • Adaptational Wimp: Zig-zagged.The 616-verse version of Nightmare is an outright Reality Warper 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. We see the monster in its full, abominable glory during Ultimatum, as it breaks free of its bindings and possesses Strange's body to gain his power.
  • Eldritch Abomination: Nightmare is more of a thing than a person, and in Peter's mind it appears as a zombified version of 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 Doctor Strange. Eventually we see what might be it's true form... an Energy Being in the shape of Peter himself.
  • Heroic BSoD: Peter's first encounter with it, in the aftermath of Gwen's death, leaves him a broken reeling mess. In round-two, he's lot more in control.
  • The Juggernaut: 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. 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.
  • Made of Explodium: After possessing Doctor Strange and attempting to kill Peter during Ultimatum, it tries to drive off The Hulk with its 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.
  • Mind Rape: Worse than any other Ultimate Marvel villain, Nightmare brings forth its victims worst fears to eat them and build its strength.
  • Nice Job Breaking It, Hero!: Peter accidentally summons the creature when he interrupts a ritual Doctor Strange is performing to bind it.
  • Not Afraid of You Anymore: Peter declares this to him during his arc in Ultimatum, noting that whatever fantasies it conjures up cannot compare to the Biblical devastation unleashed by Magneto during the event.
  • Outside-Context Problem: Nightmare is a villain that nobody saw coming (and in fact had to be confirmed by Word of God 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.
  • Rogues Gallery Transplant: Normally a Dr. Strange villain, his two appearances in Ultimate Marvel has him battling Spider-Man instead.


Deadpool / Sgt. Wadey Wilson

A Fantastic Racist Psycho for Hire who is hired by Mojo to deal with the X-Men after Arcade's defeat. He leads the Reavers, a band of Psycho For Hire cyborgs. See Evil Deadpool Corps for more information.


The Beetle

  • Hand Blast: His suit can fire many different types of weapons.
  • No Name Given: His real name is unknown, just that he's a Latverian agent sent to obtain a sample of the Venom Suit.
  • Powered Armor: He wears a winged suit of powered armor, causing Spider-Man to accuse him of copying Boba Fett.
  • The Voiceless: He doesn't say a word when in combat. His only words are an inquiry to Eddie Brock and a message to Doctor Doom.
  • Walking Armory: His suit has an arsenal of weapons that would make Iron Man jealous.







  • Actually a Doombot: Was an advanced android created by the Mysterio from the 616 universe.
  • Adaptational Badass: He first appeared by killing off the Kingpin and has been since to be shown as nigh-invincible, unlike his 616 counterpart who has been more or less a joke. Subverted- he is the 616 Mysterio. He's just much more dangerous in the Ultimate verse because nobody has any idea who he is and he has the benefit of a decade of experience battling 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 murdering The Kingpin.
  • Canon Immigrant: Earth-616's Mysterio was running operations in Earth-616 and Earth-1610 simultaneously with the use of his robotic avatar Ultimate Mysterio. At the end of Spider-Men, he is incarcerated by The Ultimates in Earth-1610 due to his knowledge of Peter's secret identity in Earth-616.
  • Evil Genius Given how long 616 Mysterio has been combating Spidey, you would hope he knows to make a solid impression in the Ultimate Universe.
  • Master of Illusion Much like his 616 version to the point where it's surprising to learn that Ultimate Mysterio is just a highly advanced android the 616 version made for himself
  • Small Role, Big Impact: He is the initial Arc Villain for Vol. 2, though he eventually proves to be less of a threat than The Chameleon Twins. However, his murder of The Kingpin kicks off a mess of trouble due to the resulting Evil Power Vacuum, allowing H.Y.D.R.A. to gain a foothold in New York and Roxxon to expand without any fear of repercussion.
  • Stage Magician: He uploads his threats on YouTube before he commits a crime. He is fond of theatrics.

    Lori Baumgartner / Bombshell 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.

  • Action Bomb
  • Black Sheep: So much so that the courts took custody of Lana away from her declaring her to be an unfit parent.
  • Book Dumb: Dropped out of high-school and thought Captain America was a professional wrestler.
  • Good Parents: As far as a person who raised their daughter to be brought up in a life of crime can be at least. Lori, while still in prison, urges Lana to not follow the same path Lori did and felt remorse for Lana after Lana's boyfriend was murdered in front of her daughter. She even urges Lana to not lose touch of her new friends. This is subject to Cerebus Retcon, however; when Lori reappears post-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.
  • Having a Blast
  • Law of Inverse Fertility: Apparently, Lori not only had no idea that she was pregnant, she had no intention of having a child as well.
  • Sir Swears Alot: Not as bad as her daughter, but it is still apparent enough for Spider-Woman to point out.
  • Stuff Blowing Up
  • Wonder Twin Powers

    The Chameleon and Camellia 

    Aaron Davis / The Prowler / 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.

see the Prowler page for tropes

    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.

  • Affirmative Action Legacy: He's Mexican and the second person to use the Scorpion identity.
  • Awesome McCoolname: Maximus Gargan.
  • Brought to You by the Letter "S": He has the word "Scorpion" tattooed across the front of his neck. Since he's a huge guy with a bull neck, it's really prominent in any frontal shots.
  • The Brute: Although a fairly eloquent and intelligent example. He has the cleverness and ambition to (try to) assemble a criminal empire. However, his anger issues tend to turn anyone who bothers him into paste, though this isn't necessarily a hindrance.
  • Comic-Book Fantasy Casting: Is drawn to resemble Danny Trejo, down to the placement of his tattoos (though Maximus has ink more relevant to his character).
  • Composite Character: Of Mac Gargan (uses the name "Scorpion" and almost similar real name) and Black Tartantula (a Hispanic crime lord who, likewise, has ambiguous superhuman powers).
  • Decomposite Character: 616 Mac Gargan becomes both the Clone Saga Scorpion-Peter Parker, and a Mexican crime lord. Neither actually resemble him all that much, except that the former has the costume and the latter (almost) his name. As noted above, Maximus more closely resembles another Spidey villain, the Black Tartantula.
  • Epic Flail: He can demolish entire large rooms filled with equipment and containers in just a couple swings.
  • Implacable Man: He's nigh-invulnerable and shows it.
  • Inexplicably Awesome: Though an explanation may be forthcoming, the hints given so far about his strength and resilience are incredibly vague, and he is otherwise just another crime lord. Even when in FBI custody sometime in the past, they were unable to confirm whether or not he was superhuman, and rumors of his powers likewise travel in criminal circles without any confirmation. The Scorpion implies that his impenetrable skin has something to do with where he came from.
  • Made of Iron: Can take electrical shocks and blunt force trauma pretty well, in addition to his tough skin, though it's unclear as to whether it's actually Super Toughness or not.
  • Mission from God: Once he sees how pathetic criminals in New York were, he realizes that God could only have sent him to New York to turn things around.
  • Mood-Swinger: When he loses his temper, he really loses his temper.
  • Mythology Gag: Mac Gargan → Maximus Gargan, and of course the scorpion flail.
  • Nigh-Invulnerable: Overlaps with Made of Iron. Sufficiently sharp blades or razors can become embedded in his skin, but not pierce completely through. The pain can incapacitate him, though.
  • One Steve Limit: During the Clone Saga, one of Peter's clones was clad in a cybernetic suit of armour equipped with an acid-spewing tail, and was the only clone aside from Spider-Woman to survive.
  • Race Lift: Once his connection to the mainstream Scorpion was solidified, we have the Scorpion going from Caucasian to Mexican.
  • Visionary Villain: Comes to believe that the crime element of New York is both unorganized and weak; he wants to take back control of crime and bring some class to the criminal underworld.
  • You Can't Fight Fate: Probably related to his belief in his Mission from God, he sees fate as the series of challenges life presents you; you either bow before them or fight through them — either way, there's only one possible outcome based on who you are.

    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.

  • Affirmative Action Legacy: Conrad Marcus was a middle-aged African-American man, in contrast to the teenaged-to-twentysomething Caucasian Eddie Brock.
  • Ambiguous Situation: There's a lot to cast doubt on whether his supposedly secret identity is actually that. Notably, it was at one point made clear that this version of Venom was operating without a host, and another that he had a mysterious connection to Miles' father.
    • When Conrad first appeared, Osborn offered him a lot of money to replicate the spider who created Spider-Man because Osborn couldn't do it himself. When he learned that the new Spider-Man was indirectly made by him through Betty Brant, he may have decided to reclaim what was his or at least abduct Miles, since the spider Betty brought him died and he needed to learn how he did it in order to profit from it.
  • Combat Tentacles: His first appearance in the third volume is him shanking Betty Brant with a razor tentacle.
  • Composite Character: Marcus's Venom seems to be a blend of Eddie Brock's original sadistic rampage an of one-shot Spidey villain Carl King, a.k.a. The Thousand, both having a similar MO in hunting Spider-Man, but following King's origin that involved one of the original experimental spiders that gave Peter his powers producing a monstrous successor.
  • Early-Bird Cameo: Conrad Marcus appeared in the very first issue creating the spider that bit Miles.
  • Eyeless Face: As Venom, Marcus's eyes become progressively smaller until they disappear completely.
  • Hulking Out: Initially resembles a skeletal version of Eddie Brock's Venom form with clawed feet, but quickly becomes far larger and more bestial in appearance than Eddie was, walking on all fours and having an elongated snout resembling the giant Venom in Spider-Man: Web of Shadows.
  • Killed Off for Real: By the police opening fire on him after Spider-Man II stripped him of the symbiote.
  • I am a Humanitarian: Tries to eat a police officer and later absorbs Miles, which backfires when Miles uses his Venom Blasts to pull a Chest Burster and strip Marcus of the symbiote.
  • Legacy Character: The third person to don a sample of the Venom Suit.
  • Morally Ambiguous Doctorate: Used to work as a scientist for Oscorp before switching to Roxxon.
  • Overly Long Tongue: Even longer than Eddie Brock's.
  • Primal Stance: Becomes far more bestial in appearance as Venom than Eddie Brock was.
  • Sanity Slippage: The Venom Suit increasingly influences Markus, wanting to bond to Spider-Man.
  • What Is This Feeling?: 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.
  • The Worm That Walks: Likely due to its nature as a test sample of the original symbiotic, this Venom is both more monstrous in appearance and is drawn to look like a pile of smaller creatures fused into one being.

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

  • Abusive Parents: It has been stated that his dad hated him and even sometimes beat Roxxon.
  • Big Bad Wannabe: He fervently believes in his own abilities, but he just does not cut it as a menacing villain compared to the likes of Osborn. However, he does have money to hire competent people who make up for his incompetence.
  • Butt-Monkey: Long before his introduction, Roxxon has been regarded as a bumbling oaf who fell into money. His own father abused him and hated him. His own scientists readily acknowledge how crazy insecure he is and only useful for money to fund their experiments.
  • Characterization Marches On: In his first appearance in the Silver Sable arc, Roxxon is portrayed as a man in over his head, not malevolent like some other corporate villains such as Osborn or Justin Hammer, but frightened of the other more vicious rivals out there seeking to take over his company and trying to survive in a dog-eat-dog world; he only hired Sable and the Wildpack to bring him Spider-Man because he wanted to know why Spider-Man seemed to be protecting his businesses from attacks and was more of a bumbler than a schemer (when Peter was unmasked in front of him by Sable he also mentioned he had a son Peter's age). In later appearances he was a more straightforward Corrupt Corporate Executive with no morals or scruples, motivated by base greed and responsible for any number of nasty things and inhuman experiments. He was also Retconned into being the force behind the Clone Saga (originally it was implied Doctor Octopus got his backing from forces within the US government and Roxxon was never mentioned at the time). Most of the villainous tropes here refer to his later appearances.
  • Compensating for Something: He tries to make up for his lack of intelligence and business skills to compete with the likes of Hammer and Oscorp by hiring scientists to do his experiments without actually understanding what they are doing. The only reason that he lasted so long as a corporation was because Osborn and Hammer took themselves out.
  • Corrupt Corporate Executive: This guy takes the cake. He is only formidable because he is extremely rich and desperate enough to make profit to the extent that he suspends ethics.
  • Depending on the Artist: His appearance changes all the freaking time. About the only thing that remains consistent is his nose.
    • In his first appearance, he's overweight and clean-shaven.
    • In his second appearance in Ultimate Enemy, he's suddenly thin and has a moustache.
    • In his third appearance, when Miles confronts him, he's suddenly clean-shaven and slightly portly again.
  • Disposable Vagrant: Roxxon, would kidnap or experiment on people who nobody would miss. There was an entire list of experiments.
  • Evil Gloating: From the minute Miles and Spider-Woman burst into his office, he starts bragging.
  • It's All About Me: A serious case of this.
  • 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.
  • Motor Mouth: Not in the traditional sense, but it's pretty clear his mouth moves much, much quicker than his brain.
  • Nice Job Fixing It, Villain!: This guy placed the instruments to his demise and inadvertently made an entire super-hero team hate him.
    • First, he unlawfully granted pardon to a criminal in order to have his scientists experiment on her. After the experiment was successful, she escaped and then her child who she was pregnant with gained powers as well came back fifteen years later and helped secure his demise.
    • Second, he worked with Dr. Octopus to clone Peter Parker multiple times. One of those clones turned out to be the gender swapped clone, Jessica Drew. She harbored se much resentment for Roxxon Corporation that she had them infiltrated twice upon finding out the ties to her creation. Her resentment towards her former creators was the main reason why she formed the teen of pissed off teenage supers who also have been mistreated by Roxxon.
    • Third, Cloak and Dagger were more immediate than the previous two, but after kidnapping the kids, having their deaths faked, and then experimented on, Cloak and Dagger escaped from Roxxon, made public news that drew the attention of Jessica Drew and helped Miles come out his retirement. The reason that they were able to get in contact with Spider-woman, Spider-man, and Bombshell was because Roxxon sent out a hit to attempting to cover up his tracks which led to a fight.
    • Finally, Miles Morales came out of retirement because of what he did to the previous four. Then he found out that Roxxon was involved with the Venom Symbiote that caused his mom's death, and was the one who hired Aaron Jefferson, the Prowler, to steal from the Oscorp building which led to Miles becoming Spider-Man.
  • Not-So-Harmless Villain: For all his incompetence and boobery, he still has moments of competence. Not to mention whatever it was he did to Miles' dad all those years ago.
  • Small Name, Big Ego: Tries to act like he is "the leader of men" and SHIELD won't take him under custody because he works with them. He turns out to be wrong on both accounts.
  • Ungrateful Bastard: 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.

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

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

  • Adaptational Early Appearance: He's active during Peter's high school days instead of college.
  • Cursed With Awesome: How he sees the Ultimates. He believes that they should be thanking Roxxon for what they gave them and can't see why they are opposed to them. He also believes they are by-large property of Roxxon although he is wrong on account of Miles was not bitten by a Roxxon made product and his only connection to them is that they are after him regardless.
  • Expy: Of Jason Voorhees, both being enormous, nigh-invincible men of few words who wear skull-esque masks and No-Sell anything their victims throw at them. He even wields a machete!
  • Hired Guns
  • Noodle Incident: Off-handedly mentions an experience with Wolverine that reinforces his policy to just shoot supers in the head and ask questions later.
  • Power Copying: He can absorb the power of supers through direct contact of use of super powers. He then can throw it right back at them.
  • Now It's My Turn: When Jessica delivers a No-Holds-Barred Beatdown on Taskmaster, she and Miles assume that it is over. However, they are sorely re-missed.
    Miles: Nice.
    Jessica: Thanks. That wasn't so...
    Miles: Umm.
    Jessica: Hard.
    Miles: Um.
    Jessica: Oh, %@$#
    Miles: Yeah.
    Taskmaster: [wearing a depraved and wicked smirk on his face] My turn?
  • Race Lift: From Scary white man in a costume to Scary Black Man in military gear.
  • Super Toughness: He can take extreme amounts of punishment that a normal human could not possibly take. He can also dish it right back as well.
  • Screw the Rules, I Have Connections!: When Jessica declares him under arrest under the pretense of being a deputized agent of SHIELD, he laughs at her and states that he does not give a damn about her authority.


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