Ultimate Spider-Man is a superhero comic book series that was published by Marvel Comics from 2000 to 2009. The series is a modernized re-imagining of Marvel's long-running Spider-Man comic book franchise as part of the company's Ultimate Marvel imprint. Ultimate Spider-Man exists alongside other revamped Marvel characters in Ultimate Marvel titles including Ultimate X-Men, Ultimate Fantastic Four, and The Ultimates.
First issue of Ultimate Spider-Man, with cover by Joe Quesada
|Publication date||October 2000 – June 2011|
|No. of issues||200 (as of April 2014)|
|Main character(s)||Peter Parker /|
|Written by||Brian Michael Bendis|
|Penciller(s)||Mark Bagley |
Orphaned at the age of six, Peter Parker is an outcasted and withdrawn teenaged science prodigy, who lives in Queens, New York. While attending a field trip to a scientific corporation, he is bitten by a genetically-modified spider and as a result, begins to develop spider-like superpowers, including enhanced strength, speed, agility, stamina, durability and reflexes, along with the ability to crawl solid surfaces and a sixth sense, which warns him of unseen danger, all of which he decides to utilise for personal gain. When an armed thief, whom Peter had encountered earlier and refused to stop out of spite, later murders his foster father/uncle in a robbery, a guilt-ridden Peter is later driven to use his abilities to atone for his partial responsibility in his uncle's murder, as the costumed vigilante: Spider-Man. Now equipped with a responsibility to do good and help others under his Spider-Man alter-ego, Peter struggles to balance high school life and studies, his job as a web designer for the Daily Bugle, his relationship with his girlfriend: Mary Jane-Watson, his family life with his widowed aunt, and his double life as Spider-Man, as he faces off against both super-human and criminal threats to his home of New York City and contends with the hostility of the general public and the police authorities.
Ultimate Spider-Man first saw print in 2000 under veteran Spider-Man artist Mark Bagley and writer Brian Michael Bendis, who expanded the original 11-page origin story into a 180-page, seven issue story arc. This duo continued to collaborate until issue #111, when Mark Bagley left the book and was replaced by Stuart Immonen.
Bendis and Bagley's run on Ultimate Spider-Man set the record for longest continual run on a Marvel Comics series by two people, an honor previously held by Stan Lee and Jack Kirby on Fantastic Four. After issue #133, the series was relaunched, still written by Brian Michael Bendis with art provided by David Lafuente. This relaunch was short-lived. It resumed the Ultimate Spider-Man title with issue #3 and continued with the original numbering with the 16th issue (#150) even though the series was again cancelled with #160. It relaunched as Ultimate Comics: Spider-Man and features Miles Morales and a new artist named Sara Pichelli. The direct edition of Ultimate Spider-Man #1 is a highly sought after comic book and considered to be one of the most valuable comic books of the Modern Age.
Ultimate Spider-Man was the first series to be published in the Ultimate Marvel line. Publisher Bill Jemas wanted to reinvent the Marvel Universe because he felt that, with over 40 years of back-story, it had become inaccessible to new readers, and he wanted to start with a reinvented Spider-Man. Initially, Marvel Editor-in-Chief Joe Quesada was skeptical because 1998's Spider-Man: Chapter One, a previous attempt at re-envisioning Spider-Man's early adventures, had failed both critically and commercially.
Though Spider-Man's original origin story in Amazing Fantasy #15 was only 11 pages long, Bendis's retelling of Spider-Man's origin was seven issues long. Bagley was at first wary of Bendis' notoriously slow pace in advancing plot, describing it as a "real shock" at first. Previously, Jemas intended the comic to feature single-issue stories only, but Bendis chose to make each story roughly six issues long.
The first several issues were greeted with enthusiasm from fans and critics, sold well, and gave Ultimate Marvel a boost in credibility. After the release of Ultimate Spider-Man (along with Ultimate X-Men), Quesada and Jemas broadened the Ultimate Marvel line with The Ultimates (a re-imagining of the Avengers) and Ultimate Fantastic Four. Ultimate Spider-Man #1 was voted the "ninth-greatest Marvel Comic of All Time" in 2001 by readers of Wizard: The Guide to Comics. In addition to critical success, Ultimate Spider-Man grew to outsell the flagship Spider-Man title, Amazing Spider-Man. Bendis would later describe issue #13, in which Peter tells Mary Jane his secret identity, as his favorite issue because it showed the trust that the Marvel editorial had in him.
As the series progressed within the next two years, reception and sales stayed strong, helped by the fact that Bendis and Bagley quickly found chemistry and enjoyed working together. Over the years, many 'mainstream' characters were introduced, often with different origins, costumes, or personalities.
On August 16, 2006, Mark Bagley announced he would be leaving the book as of Ultimate Spider-Man #110. Bagley and writer Brian Michael Bendis had worked on the series together since it began. Artist Stuart Immonen, already familiar with the Ultimate Universe from his work on Ultimate Fantastic Four and Ultimate X-Men, took over after Bagley. Issue #111, named "The Talk", featured Immonen's art for the first time. The issue was divided into two parts, with Bagley covering the art for one section, and Immonen doing the other. Issue #133 was the final issue of the series before a two-issue follow-up entitled Ultimatum: Spider-Man Requiem was released, revealing the status of the title's characters after the events of the "Ultimatum" storyline. Despite the book's apparent cancellation, in August 2009 Ultimate Spider-Man was relaunched with Brian Michael Bendis returning as writer and David Lafuente as artist. The book finished its run with #160 and subsequently was relaunched as Ultimate Comics: Spider-Man with art by Sara Pichelli.
- Ultimate Spider-Man v1 #1–133
- Ultimatum Spider-Man: Requiem v1 #1–2
- Ultimate Comics Spider-Man v1 #1–15
- Ultimate Spider-Man v1 #150–160
- Ultimate Comics Spider-Man v2 #1–28
- Miles Morales: Ultimate Spider-Man v1 #1–12
- Ultimate Spider-Man v1 #200
- Spider-Man v2 #1–21
- Spider-Man v1 #234–240
- Peter Benjamin Parker/Spider-Man is a shy, intelligent high school student who lives in Forest Hills, Queens, New York City, with his Uncle Ben and Aunt May Parker. He is fifteen years old when the series begins. On a science field trip to Oscorp Industries, a spider exposed to the drug OZ bites Peter. Instead of dying as expected, Peter begins to manifest various superhuman, arachnid-like powers. During a fight at his school, Peter blocks a punch from Flash Thompson, and this thrust of the punch breaks Flash's hand. He earns money to pay off the resulting medical bill by wrestling professionally in a costume the promoters provide. On his way home, Peter crosses a market. While he walks through, a burglar runs towards him from the market with cash. Peter lets him go, since he was upset from being fired from wrestling. The burglar later kills his Uncle Ben. Wracked with guilt, he modifies his wrestling costume and dedicates his life to fighting crime. He manages to complete his father's research on adhesives, creating a formula used to create artificial webs. Peter tries to balance school, a job, a girlfriend, his Aunt May and his life as Spider-Man, which proves to be difficult. Peter is killed in 'The Death of Spider-Man' storyline, in a battle against the Green Goblin, although he is later revealed to have survived his death, thanks to his immortality, as the result of the same OZ compound that gave him his powers in the first place. Many years after the second Secret Wars is over where the Ultimate Universe is one of the few universe that has been restored, Peter returned to the role of Spider-Man, and is a member of the Ultimates.
- May Parker is an independent woman in her 50s who works as a secretary and regularly sees a therapist to deal with the death of her husband Ben. May used to hate Spider-Man because she believed he had no regard for innocent bystanders and hid his face behind a mask. In Ultimate Spider-Man #99, she learns Peter's secret identity, something that initially makes her angry, but after some time she accepts it. Aunt May seems to be scared of the idea of Peter risking his life on a constant basis, but supports him anyway. After the death of her nephew, she and Gwen Stacy emigrate to France. Writer Brian Michael Bendis based his depiction of Aunt May on his mother.
- Ben Parker is Peter's intelligent uncle who is killed by a burglar early on in the series.
- Mary Jane Watson is Peter's girlfriend and next-door neighbor. She is the first person Peter reveals his identity to, and the one who often fixes his costume and treats his injuries. Although Peter and Mary Jane love each other, Peter's life as Spider-Man is often a burden on their relationship. She was once transformed into a creature similar to Norman Osborn's Goblin and Harry Osborn's Hobgoblin, except for long red hair all over her body. She has apparently been cured of this condition by Reed Richards of the Fantastic Four.
- Harry Osborn is the troubled son of Norman Osborn. Having witnessed the accident that turned his father into the Green Goblin, he was trained by a psychiatrist to repress these memories. Disturbed by recurring images of his past, Harry develops his father's aide as Shaw a second personality, who serves as Harry's guide to becoming the Hobgoblin. After transforming into the Hobgoblin, Harry is defeated by S.H.I.E.L.D., much to the dismay of Peter. As the Hobgoblin, his powers are similar to the Green Goblin's. He is murdered by his father in Ultimate Spider-Man #117.
- Peter works at the Daily Bugle newspaper as a web designer. His boss is J. Jonah Jameson, the editor-in-chief who hates Spider-Man and runs a smear campaign against him, which stems from the death of his son John. His most important employees are his right-hand man Robbie Robertson and Ben Urich, the Bugle's star reporter whose articles helped to take down the Kingpin. Betty Brant is one of the secretaries. Ned Leeds also works there.
- Gwen Stacy is a street-wise girl who befriends Peter and Mary Jane. Mark Bagley's rendition of Ultimate Gwen Stacy was inspired by an early-career Madonna. Mary Jane is initially jealous of Gwen for the time she spends with Peter, but Gwen ultimately reveals that she loves Peter only as a surrogate brother. Her father is NYPD Captain John Stacy. He is killed by a criminal in a Spider-Man suit, and she blames the real Spider-Man for his death because he became someone criminals could copy in order to hide their identities. Aunt May opens her and Peter's home to Gwen after her mother refuses to take her. While living with the Parkers, Gwen is killed by Carnage, which instills in Peter even more guilt. In Ultimate Spider-Man #98, Gwen Stacy appears again mysteriously, alive and well, and in Ultimate Spider-Man #100, she is revealed, in a hideous twist of fate, to be the new Carnage, along with being a clone of the original. In Ultimate Spider-Man #128, the Carnage symbiote is absorbed back into Venom (Eddie Brock) and an examination of Gwen by Tony Stark reveals that Gwen is a 'molecular copy' and is essentially the real Gwen that came back to life. The examination also reveals no trace of the symbiote.
- Liz Allan is Mary Jane's best friend. For the majority of the series she is mutant-phobic. It was recently revealed that she herself is a mutant due to her mother being impregnated by Blob. She eventually becomes Firestar. Shortly after that Peter revealed to Liz that he was Spider-Man.
- Fred "Flash" Thompson is a bully who torments Peter Parker, and apparently had a crush on Gwen Stacy. He was the last of the recurring characters to discover Peter's identity as Spider-Man (after his death).
- Kenny "Kong" McFarlane is a former bully of Peter, who now has an on and off friendship with him. Initially a big fan of Spider-Man, Kong eventually figured out that Peter is secretly Spider-Man. Although he dated Kitty Pryde for a short period, they are ostensibly broken up. Kong has not been seen for a number of issues and may have moved out to the Midwest.
- Kitty Pryde is a member of the X-Men who dates Peter after he breaks up with Mary Jane. As her identity is public, Kitty wears a green and yellow masked costume when she fights alongside Spider-Man to avoid giving away his identity. Their relationship is hard as they live quite far away from each other. Their relationship is silently torn apart when Kitty sees Peter kissing Mary Jane. In Ultimate Spider-Man #106, at the end of the issue, Kitty turns up as the new student at Midtown High, following her leaving the Xavier Institute in the wake of Professor Xavier's death. Despite her breakup with Peter, she still retains strong feelings for him. After Peter's death, Kitty leaves with Bobby Drake (Iceman) and Johnny Storm (Human Torch) to join Karen Grant (Jean Grey) in her new X-Men group.
- The Black Cat, Felicia Hardy, blames her father's death on the Kingpin. Taking revenge, she steals a priceless artifact that he was going to use on his comatose wife. Hardy is interested in Spider-Man romantically, but in Ultimate Spider-Man #85, when she sees that he is a 15-year-old boy, she vomits on his costume out of embarrassment.
- Nick Fury, the tough, powerful, and connected head of S.H.I.E.L.D., wants Peter to join the Ultimates when he is an adult. In Ultimate Spider-Man #27, he tells Peter that he becomes property of S.H.I.E.L.D. when he turns 18 whether he likes it or not, but later replies that he will work with the Ultimates when that happens. It is unknown whether Fury will hold on to his promise as the Ultimates have broken off from S.H.I.E.L.D. At the end of the "Hobgoblin" arc, he personally told one of his subordinates that he wanted everything figured out about OZ, and after witnessing him angrily responding to Harry becoming the Goblin, Fury says "I think it's about time Peter Parker loses those Spider powers". During the "Ultimate Clone Saga", it is revealed that Fury had the Tinkerer create the Spider Slayers that were created to 'handle' Peter if he lost it. After the "Ultimate Clone Saga", Nick Fury has become more supportive of Peter. However, in Ultimate Power, he was taken to another universe, removing him from Peter Parker's universe. He later returned during the events of Ultimatum, to finish off Magneto with the help of the X-Men.
- Dr. Curt Conners is a professor at Empire State University who sponsors Eddie Brock's Venom project. He tries to re-grow the arm he lost in the Vietnam War with lizard DNA, accidentally becoming the Lizard. Using a sample of Peter's blood, he inadvertently creates Carnage. Conners turns himself in to the police afterward for his creation of Carnage, which resulted in the deaths of many people.
- Jeanne De Wolfe was a captain in the NYPD. She offers support and comfort to Spider-Man whenever the strain of being a crime fighter becomes too much for him. She was secretly working for the Kingpin, and was rumored to have been his lover as well. The Punisher killed her in Ultimate Spider-Man Annual #2.
- Richard Parker is Peter's late father. A brilliant biochemist, he was selected to be part of Nick Fury's team to redevelop Captain America's lost super soldier serum. He and Mary were injured in a related lab accident when Peter was an infant, which led to his adamant refusal to allow his and Edward Brock Sr.'s anti-cancer super suit to be weaponized by Trask Industries later in life. It was during the legal battle with Trask when Richard, Mary, Edward Brock, Sr. and Edward's wife died in a plane crash. Recently, Richard resurfaced; allegedly back from the dead, claiming he did not get on the plane because he did not want involvement in the Venom (anti-cancer) project anymore. Since that time, he has been working as an underground scientist for the CIA to combat Nick Fury if and when he one day got out of control. After Gwen Stacy returns to the Parker's old house, he reappears to try to clear everything up. In Ultimate Spider-Man #103, Sue Storm tests Richard's DNA to confirm that he is really an aged clone of Peter. He is last seen in Ultimate Spider-Man #104 aging more rapidly and dying. Before he died from old age, "Richard" requested Sue Storm and the rest of the Fantastic Four to look after Peter. The real Richard Parker is still deceased. Richard was also the source of Spider-Man's "web fluid." Before his death, Richard was working on a "molecular adhesive". Peter finished the formula after becoming Spider-Man and uses it to fight crime (see Powers and abilities).
- Mary Parker Mary Parker is May Parker's sister-in-law, and Peter's mother. She died in the plane crash with her husband while Peter was a child.
- Spider-Woman: In Ultimate Spider-Man #98, while investigating Mary Jane Watson's disappearance, Spider-Man encounters a mysterious masked woman who knocks him unconscious. The character is able to shoot organic webbing out of her fingertips, without the need of web-shooters. During a panel discussion at the New York Comic Con, writer Brian Michael Bendis mentioned that the Ultimate version of Spider-Woman would make an appearance during the "Ultimate Clone Saga", which ran in Ultimate Spider-Man #97 – 104. In Ultimate Spider-Man #102, she rescues Peter from being arrested, and reveals that she is Peter's female clone, called Jessica Drew, but still retained all of his memories. She leads Peter to an Oscorp building in an effort to find MJ, where they end up finding the truth about Peter's clones. Jessica also discovers, much to her disgust, that her creator is none other than Otto Octavius. Together, they manage to defeat him. However, whereas Peter is ready to turn himself in to Nick Fury, Jessica promptly leaves to escape incarceration. Peter eventually finds her again, who tells him she has finally decided to embrace her Jessica Drew identity. After Peter updates her on MJ, Nick Fury, and Aunt May, and she gives him "the most awkward hug in the history of the planet." In Ultimate Spider-Man #129, she made her public debut as a superhero. At the conclusion of the Ultimate Doom story arc, she enlists in SHIELD as an agent.
- Miles Morales/Spider-Man is a 13-year-old half-Black/half-Hispanic youth who was also bitten by a genetically-altered spider and gained similar powers to Peter Parker. Not wishing to become a superhero, he does not put his powers to use. He later witnesses Spider-Man's death, and feeling guilty that his abilities could have helped Peter, he takes up the mantle of Spider-Man. See Ultimate Comics: Spider-Man
- Green Goblin – Norman Osborn is the unscrupulous CEO of Oscorp, an industrialist and scientist. He is the archenemy of Spiderman. He develops an experimental drug called "OZ". After witnessing Peter's spider bite and seeing the resulting effects that OZ has on him, Osborn injects OZ into his body, and is changed into an insane, powerful monster. He has a physical structure similar to the Hulk's and has the ability to generate fireball projectiles from his hands. He is a scientific genius, especially in genetics. He knows Peter's secret identity, and uses that against him on several occasions. He is killed by Carol Danvers after he requested it, due to feelings of guilt over killing his own son, but is later revealed that he survived, and that neither Danvers nor S.H.I.E.L.D ever figured out a way to actually kill him after that. He eventually escapes and breaks out the Sinister Six for one final vengeful assault on Peter Parker's home, which ends with both he and Peter killing each other. This seems to be one of the first (if not the first) version of him where he does not wear a costume, but his body is actually mutated into a monster to be the green goblin. He is responsible for the death of Spider-Man in the Ultimate universe, prior his revival. Like Spider-Man, Green Goblin's OZ also gives him an immortality.[volume & issue needed] Brian Michael Bendis' instructed artist Mark Bagley to pattern Osborn's appearance after that of actor Brian Dennehy.
- Doctor Octopus – Dr. Otto Octavius is one of Osborn's scientists and an industrial spy. He is described as "scary smart" by Harry. The four cybernetic arms he uses to manipulate hazardous matter were permanently melded to his flesh in the explosion that turns Osborn into the Green Goblin. He has been shown to have good fighting abilities, and once even managed to capture Spider-Man. In "Hollywood," he says that all he wanted was "a decent life." In the same story, he captures, unmasks, humiliates and tortures Peter for recent defeats and for ruining his life. During the "Ultimate Clone Saga", Doctor Octavius reveals that he played a huge role in the creation of the clones. Also during the saga, he reveals that he in fact controls metal, similar to Magneto, and does not need actual "arms," but he has become good at using "arms." Octavius was murdered by Norman Osborn in the "Death of Spider-Man" story arc, because Octavius had decided that he no longer bore a grudge against Peter nor wished to continue being a criminal, and tried to back out as well as asking Norman to do the same and give up his vendetta.
- Omega Red – A mutant with a hatred for humans. He at some point became a hired thug and was hired to attack a cargo boat belonging to Roxxon Industries in a conspiracy against the head of the company, Donald Roxxon. After his fight with Spider-Man at Roxxon industries he was captured by S.H.I.E.L.D. but escaped when the Green Goblin caused a mass prison break.
- Kaine – Liberated from jail to secretly produce super-soldiers for the CIA and FBI, Dr. Octopus (Otto Octavius) created Kaine, a flawed clone of Spider-Man (Peter Parker), and several other Spider-Man clones. Needing a superhuman genetic template for his experiments, Octavius delighted in using Parker's DNA to desecrate the life of his foe. Kaine was mentally unstable, possessed a disfigured face, a sightless eye, and incomplete skin development. Believing himself to be the true Spider-Man, he kidnapped Parker's ex-girlfriend, Mary Jane Watson, and took her to the abandoned Oscorp lab in New Jersey. Thinking he would enable her to defend herself from super-powered threats, he exposed her to the mutagenic "Oz" formula he obtained from Dr. Octopus. He is later killed during the end of the "Ultimate Clone Saga" by Nick Fury's Spider Slayers while trying to protect Mary Jane from being taken into S.H.E.I.L.D. custody.
- Demogoblin – Mary Jane Watson becomes the Demogoblin, after being kidnapped from her bedroom by a facially disfigured clone of Peter Parker who is determined to give her powers so that she is no longer in danger from his enemies. He pumps in her bloodstream an unquantified amount of OZ, the drug responsible for the creation of the Green Goblin, Hobgoblin and also Spider-Man. Upon learning this, she becomes very angry and transforms into a huge, hairy, horned red goblin-type creature. However, when the real Peter Parker and Spider-Woman show up, she calms down and resumes her original form, just in time for Peter (her ex) to render his evil clone unconscious. MJ is taken to the Fantastic Four's Baxter Building and when she wakes up, she is afraid and angry, causing another transformation. However, when she spots the Peter clone who was in the building, she calms down once again and reverts to her normal self. She is then given what is believed to be a cure to the effects of the OZ formula, yet the ordeal has left her badly traumatized, and she is shown to be affected by panic issues and haunted by the scarred visage of Peter's disfigured clone.
- Carnage is a vampiric organism created when Dr. Curt Conners experiments on his own blood, Peter’s blood, and some of the material from the Venom creation. Needing to feed on others constantly to repair his damaged DNA, he kills Gwen Stacy. In Ultimate Spider-Man #100, an over-stressed Gwen Stacy transforms into Carnage when she panics. It is later revealed that this Carnage was cloned by Ben Reilly and Doctor Octopus as part of a government super-soldier program and later escaped after awakening prematurely. In the War of the Symbiotes arc, Venom absorbs the Carnage symbiote leaving a completely human Gwen Stacy. This Carnage was referred to as 'The Stacy Project'.
- Venom – The incarnation of Venom is vastly different from the mainstream incarnation. Eddie Brock is the childhood friend of Peter Parker (along with a scientist and lab assistant of Curt Connors) and the symbiote is not extraterrestrial. Instead, it is the second stage of a genetically created "suit" designed by Eddie Brock's and Peter Parker's fathers as a cure for cancer, meant to bond to the user and protect them from internal and external harm. The suit is tailored for a specific DNA, and the person to whom it belongs can control the suit more easily. If, however, someone uses a suit designed for somebody else, they are constantly damaged by the suit which requires nourishment, gained by feeding on organic flesh, to function. If bonded to an incompatible host the Venom suit begins consuming them almost immediately, forcing them to feed to sustain it or die themselves. When taking a host, the organic matter that comprises the suit completely envelops the host, regardless of resistance, temporarily blinding it, before encasing itself in a hard, purple casing, similar to a pupa, as it bonds further with the host. When the host emerges, the suit then shifts its appearance and function to assist its host, such as creating eyes for it to see through, or tries to take it over, inducing a homicidal rage and attempting to feed itself if bonded with an incompatible host. When bonded with a host and forcibly removed, the Venom suit leaves trace amounts of itself in their bloodstream, which attracts other samples of Venom to itself, and can overload Peter's spider-sense.[volume & issue needed] In the video game Ultimate Spider-Man, absorbing the trace amounts in Peter's blood allowed Eddie to take complete control of the suit, gaining a greater ability to talk and a spider symbol on his chest. He was captured by Beetle and delivered to Latveria, after which he has a cameo in The Ultimates 3 attacking the team. Later it's revealed that the whole Ultimates 3 and Ultimatum scenarios, including Venom attack on Ultimates, has been orchestrated by Dr. Doom.
- The Shocker – A common criminal named Herman Schultz, who wears devices on his hands that shoot sonic vibrations. He has no fighting skills and is nothing more than an annoyance to Spider-Man, whom he has fought against on at least five separate occasions. In "The Worst Day Of Peter Parker's Life," however, he manages to capture Spider-Man. He unmasks Peter and tortures him until Peter is saved by M.J. and Kitty.
- R.H.I.N.O. – The man who wears the Rhino suit has appeared several times to battle both Spider-Man and Iron Man and has caused a lot of damage in the process.
- The Kingpin – Wilson Fisk is the head of New York organized crime. Fisk's wife is in a coma. He carried on an affair with police officer Jeanne De Wolfe, who he used to control Spider-Man. He knows Spider-Man is a teenager, but he does not know his name. Kingpin was murdered by Mysterio.
- The Enforcers are a group of henchmen that includes "Mr. Big" Frederick Foswell, whip-wielding "Montana" Bale, strongman Bruno "Ox" Sanchez and gunslinger "Fancy Dan" Crenshaw.
- Elektra – The Kingpin's right hand assassin. Elektra Natchios is a powerful enemy. Elektra was murdered by Moon Knight.
- Electro – One of the Kingpin's hit men. Max Dillon gained his powers from a genetic tampering experiment orchestrated by Justin Hammer. During his final battle against Peter Parker, Electro was shot in the chest by May Parker, defending her nephew, and causing Electro to short out.
- Sandman – Flint Marko gained the power to turn his body into a malleable sand-like material when he underwent a genetic tampering experiment which was orchestrated by Justin Hammer.
- Kraven the Hunter – Sergei Kravinoff, is the host of an action reality show. He wants to kill Spider-Man to boost his ratings. After his defeat, he tampers with his DNA to become a gruesome wolf-like monster.
- Lizard – Lizard is created after Dr. Curt Conners tampers with his DNA in a leap for science, but it has drastic results and the ferocious Lizard is born.
- Hobgoblin – Exposed to the OZ formula like his father, Harry Osborn became the Hobgoblin, who is orange-skinned and has the ability to produce fire. When he first transformed, he was much larger than his father's original form, however when he returns in issue #116 he is much smaller. He is killed by the Green Goblin in Ultimate Spider-Man #117. However, as revealed by a revived Green Goblin, that the OZ makes him and Spider-Man immortal, it is possible that Harry might be alive somewhere.
- Silver Sable is a mercenary who leads a group called the Wild Pack. Sable had a troubled childhood, ignored by her father and abused by her alcoholic mother. Her father hunted Nazis, and she forgave him at his deathbed and decided to follow in his footsteps. She has fought Spider-Man when hired by Roxxon, and manages to capture and unmask him for Roxxon.
- Deadpool is a disfigured cyborg and anti-mutant extremist who hunts mutants for sport on a reality TV show, at one point capturing the X-Men and Spider-Man. While this version of Deadpool appears in the video game Spider-Man: Shattered Dimensions in the Ultimate Universe, that version acts like the Deadpool from the main Marvel Universe. It is unknown if Ultimate Deadpool can break the 4th wall like his main universe counterpart.
- Vulture is a disgruntled former S.H.I.E.L.D. agent called Blackie Drago who has been hired by Tinkerer. Drago's mission is to kill Donald Roxxon.[volume & issue needed] Brian Michael Bendis instructed Mark Bagley to pattern the Vulture's appearance after that of actor Jason Statham.
- Mysterio is a mysterious magician who can create special effects and illusions with his advanced technology. It was later revealed that this Mysterio was an android sent by the Earth-616 Mysterio to subjugate the Ultimate universe.
- Tinkerer is Elijah Stern, who had used Vulture, Killer Shrike, and Omega Red to attack his former employer Donald Roxxon.[volume & issue needed] Brian Michael Bendis instructed Mark Bagley to pattern the Tinkerer's appearance after that of actor Paul Giamatti (who later played Rhino in the film The Amazing Spider-Man 2).
- Beetle – An agent of the Latverians who was sent to New York City to retrieve a symbiote sample from Roxxon who debuted in the "War of the Symbiotes" storyline. During and before his theft he was approached by Spider-Man. At first Beetle tried to avoid having to fight him. Ultimately, Spider-Man's interference foiled the Beetle's theft by inadvertently causing him to drop the symbiote sample, and making it worthless to retrieve.
- Ringer – The Ringer appeared, but ended up defeated by both Spider-Man and Shadowcat. He was handed over to the police. He would not again appear until the 150th issue where Spider-Man is fighting him after he stole $11,000 worth of Diamonds. During the battle the two caused millions of dollars in damages. Spider-Man beats him and he is again taken off to jail. He later appears attempting to rob a bank, until stopped by the new Spider-Man.
- Mr. Big – A mobster and the head of Wilson Fisk's Enforcers. Foswell was scheming to overthrow Fisk, using Spider-Man as his secret weapon. The plan backfired and when Fisk learned that Foswell was the one responsible for Spidey's assault on his office, he crushed the mobster's head with his bare hands. Another Frederick Foswell also exists in the Ultimate universe. His name is seen on a byline in the Daily Bugle in a published story on the death of Spider-Man and revealing his identity as Peter Parker.
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- Ultimate Spider-Man #9
- Ultimate Spider-Man #10
- Ultimate Comics: Fallout #1