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* CarnivorousHealingFactor: While playing as Venom, the player can replenish his health bar by eating people; criminals and police officers will only moderately refill it while consuming civilians will refill it much faster.
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* MsFanservice: Silver Sable, her spy catsuit highlights a lot of her sexy body.
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* MsFanservice: Silver Sable, her Sable. Her spy catsuit highlights a lot of her sexy body.
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* MsFanservice: Silver Sable, her spy catsuit highlights a lot of her sexy body.
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* AntiFrustrationFeatures: The game allows you to save mid-mission as long as a cutscene for that mission ends. And so if you're playing on a lengthy mission, you can save mid game, and can continue where you left off.
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* DiesDifferentlyInTheAdaptation: Here Trask is killed by Venom, where the comics would eventually have him kill himself out of remorse for his involvement with the Sentinel program.
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* RoguesGalleryTransplant: Bolivar Trask is an opponent of the ''ComicBook/XMen'', in the mainstream universe, best known for his creation of the Sentinels.
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* RoguesGalleryTransplant: Bolivar Trask is was an opponent of the ''ComicBook/XMen'', in the mainstream universe, best known for his creation of the Sentinels.Sentinels.
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* RoguesGalleryTransplant: Bolivar Trask is an opponent of the ''ComicBook/XMen'', in the mainstream universe, best known for his creation of the Sentinels.
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* GutturalGrowler: Venom, Green Goblin and Rhino (when he's in his suit) have this.
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* AndYourRewardIsClothes: You unlock costumes for completing achievements. 100% completion required to play as Spider-Man in the symbiote suit. With no gameplay differences whatsoever.
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* AndYourRewardIsClothes: AndYourRewardIsClothes:
** You unlock costumes for completing achievements. 100% completion required to play as Spider-Man in the symbiote suit. With no gameplay differences whatsoever.
** You unlock costumes for completing achievements. 100% completion required to play as Spider-Man in the symbiote suit. With no gameplay differences whatsoever.
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* CurseCutShort:
-->'''Sharon Carter:''' Get this area sealed off inside of 10 seconds or I'll fire the first son of a--
-->'''Spider-Man:''' You with Fury?
-->'''Sharon Carter:''' Get this area sealed off inside of 10 seconds or I'll fire the first son of a--
-->'''Spider-Man:''' You with Fury?
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* EvenEvilHasStandards:
-->'''Silver Sable:''' Hang on, I'll help you!
-->'''Peter Parker:''' First, you tried to kill me, and now you're helping me?
-->'''Silver Sable:''' I've been hired to capture you, not to kill innocent people.
-->'''Peter Parker:''' Aw, you're crazy with a heart of gold.
-->'''Silver Sable:''' Hang on, I'll help you!
-->'''Peter Parker:''' First, you tried to kill me, and now you're helping me?
-->'''Silver Sable:''' I've been hired to capture you, not to kill innocent people.
-->'''Peter Parker:''' Aw, you're crazy with a heart of gold.
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* JustBusiness:
-->'''Spider-Man:''' But you... [tried to kill me]
-->'''Silver Sable:''' Eh, no hard feelings. Business is business, huh?
-->'''Spider-Man:''' But you... [tried to kill me]
-->'''Silver Sable:''' Eh, no hard feelings. Business is business, huh?
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** KarmaHoudiniWarranty: Trask's ultimate punishment for his crimes? Three years in a golf course prison. Eddie voices his displeasure with this rather unsatisfying sentence and promptly decides to [[NoAdequatePunishment fix it himself]].
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--->'''Spider-Man:''' Is that a horn on your head, or are you happy to... ''[Rhino looms over Spidey]'' Oh my God, I am so scared I can't finish my lame joke.
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* SarcasmFailure: There's this line right before the boss fight with the Rhino:
--->'''Spider-Man:''' Is that a horn on your head, or are you happy to... ''[Rhino looms over Spidey]'' Oh my God, I am so scared I can't finish my lame joke.
--->'''Spider-Man:''' Is that a horn on your head, or are you happy to... ''[Rhino looms over Spidey]'' Oh my God, I am so scared I can't finish my lame joke.
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* EmbarrassingFirstName: Spider-Man drops by and says to the Shocker, "I didn't know your name was Herman!". Shocker immediately sulks and angrily spouts "Oh no, it's you!", no doubt offended.
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* BareYourMidriff: Mary-Jane wears an outfit that does this.
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I replaced the European cover art with the North American cover art.
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[[quoteright:256:https://static.tvtropes.org/pmwiki/pub/images/ultimate_spider_man_boxart.jpg]]
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[[quoteright:256:https://static.tvtropes.org/pmwiki/pub/images/ultimate_spider_man_boxart.jpg]] org/pmwiki/pub/images/20220723_100558.jpg]]
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* ChronicHeroSyndrome: Spider-Man, oh so very much.
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* GameplayAndStoryIntegration: Venom's mere presence and proximity to Spider-Man overloads his SpiderSense to the point Peter is incapacitated from the pain, due to remnants of the suit in Peter's blood trying to rejoin with the main one. During the second and third boss fights, if Spider-Man is too close to Venom for too long, the {{Sensory Overload}}s will leave him clutching his head and screaming in agony, leaving the player at Venom's mercy and forcing them to hit-and-run.
* SlidingScaleOfGameplayAndStoryIntegration: Venom's mere presence and proximity to Spider-Man overloads his SpiderSense to the point Peter is incapacitated from the pain, due to remnants of the suit in Peter's blood trying to rejoin with the main one. During the second and third boss fights, if Spider-Man is too close to Venom for too long, the {{Sensory Overload}}s will leave him clutching his head and screaming in agony, leaving the player at Venom's mercy and forcing them to hit-and-run.
* WantedMeter: In Venom's mini-game, a little red bar appears under the health bar that serves as a wanted meter, with police, helicopters, the Wild Pack, and eventually SHIELD showing up in waves to take you down.
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* WantedMeter: In Venom's mini-game, a little red bar appears under the health bar that serves as a wanted meter, with police, helicopters, the Wild Pack, and eventually SHIELD showing up in waves to take you down.
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[[quoteright:256:https://static.tvtropes.org/pmwiki/pub/images/ultimate_spider_man_boxart.jpg]]
->''"Be legendary. Be predatory. Be both."''
-->'''-- The game's TagLine'''
'''''Ultimate Spider-Man''''' is a 2005 video game developed by Treyarch (for the consoles), Vicarious Visions (for the handheld consoles), and Beenox (Microsoft Windows) and published by Activision. Based on the comic ''ComicBook/UltimateSpiderMan'', it is set several months after Volume 6,[[note]]The Venom arc[[/note]] which serves as the game's prologue. Both Spider-Man and Venom are playable characters, with an original storyline that was originally intended to be canon and was later [[BroadStrokes loosely adapted]] into the "War of the Symbiotes" arc.
----
!! The game provides examples of the following tropes:
* AdaptedOut: Gwen Stacy and Aunt May don't appear or are referenced in the game.
* AllForNothing: Aside from Peter finding out the truth about his parents' deaths, the entire storyline essentially amounts to nothing. Venom is still out there and he even succeeded in killing Trask. Preventing this was the main mission of the last boss fight!
* AlternateContinuity: At the time in which the game came out, it was actually more or less in continuity with the ''Ultimate Spider-Man'' comics (and that's also how it was marketed). After some time, however, the comics went in a direction that couldn't support the game's events and a new arc was written that kind of paraphrased the game.
* AmusingInjuries: Some of Spider-Man's quips lend to this. "Don't worry, nothing's broken except my spine... a few ribs... and maybe everything else." is one such example, wherein he's thrown upside-down into a wall by R.H.I.N.O and peels off it like a cartoon character.
* AndNowForSomeoneCompletelyDifferent: The game allows you to alternate playing as [[ComicBook/UltimateSpiderMan Spider-Man]] and ComicBook/{{Venom}}.
* AndYourRewardIsClothes: You unlock costumes for completing achievements. 100% completion required to play as Spider-Man in the symbiote suit. With no gameplay differences whatsoever.
** Venom also has a variant of this - after completing all story missions, Venom gets to bear his ChestInsignia.
* AntiVillain: ComicBook/SilverSable is a mercenary hunting Venom.
* ArtisticLicenseGeography: The map of New York City is fairly inaccurate, to say the least. A large section of the city is cut off (since it connects very closely to another part of New York) and Queens is depicted as the closest place to the city. The reason behind doing so is understandable though, Peter lives with his Aunt in Queens but operates out of Manhattan, so in order for him to 'go home' and include things such as his school, the two places had to be moved closer. Doesn't stop it confusing non-New Yorkers though.
* BareYourMidriff: Mary-Jane wears an outfit that does this.
* BadassNormal: The Beetle and Silver Sable--the only two bosses fought by both Spidey and Venom.
* TheBadGuyWins: While [[VillainProtagonist Venom]] fails to kill Spider-Man, he still completes his suit and gains full control over it, escapes the authorities, and succeeds in murdering Trask after Spidey stopped him from doing so the first time.
* BeCarefulWhatYouWishFor: Trask captures Eddie and forces him to do his dirty work in order to test the Venom suit out and work out how to stabilize and control it. Once Eddie gains control over the suit, the very first thing he does is go on a RoaringRampageOfRevenge against Trask, ultimately killing him during the ending cutscene.
-->'''Venom''': I know how to control the suit now!! Isn't that what you ''wanted?!''
* BigBad: Bolivar Trask is the primary villain of the story, being the one who tricked Peter's father into selling the Venom suit over to his company, hired Silver Sable to hunt down Venom, then used Venom as a bioweapon against his competitors. He loses this role to Venom in the final level of the game after Eddie gains complete control of the suit and goes on a RoaringRampageOfRevenge to kill Trask and serves as the FinalBoss of the story mode.
* BookEnds: The game opens and concludes with a boss fight against Venom. The same background music even plays in both fights.
* TheCameo:
** Venom's first boss is Wolverine from the X-Men.
** There are cameos from all three of the other Ultimate series (at the time the game was made, that is): Johnny Storm from the Fantastic Four, who you can race against, and Nick Fury from the Ultimates.
* CanonDiscontinuity: It's the other way around. The video game synced very well with the comic at the time it was released. However, scheduling issues pushed the comic's adaptation further out so that when the game's storyline finally was adapted into "War of the Symbiotes", it had to be in BroadStrokes to account for all the other story elements that were already in play.
* CarFu: Venom's weapon of choice, which is great against helicopters. Throwing them in free-range mode brings endless waves of cops down on you in a ''Grand Theft Auto''-type mini-game.
* ChronicHeroSyndrome: Spider-Man, oh so very much.
* CombatTentacles: Venom's ranged attack consists of these.
* CorruptCorporateExecutive: Bolivar Trask wants to get his hands on the Venom Suit to turn it into a bioweapon.
* CurseCutShort:
-->'''Sharon Carter:''' Get this area sealed off inside of 10 seconds or I'll fire the first son of a--
-->'''Spider-Man:''' You with Fury?
* DeadpanSnarker: Spider-Man will frequently snark on anything he does or during missions.
* DeathOfAChild: Done as a TakeThat towards the children who kept losing their balloons in the ''Film/SpiderMan2'' [[VideoGame/SpiderMan2 tie-in game]], in the form of a little boy with a balloon... who gets nommed on by Venom.
* {{Determinator}}: Sable shot Peter with about seven tranquilizer darts and he's not knocked out. Well, not until after his fight with Venom...
* DevelopersForesight: After beating the game you can play freely as Venom to complete races, free roam or cause chaos, the last bit which will cause you to start racking up a WantedMeter. However once you start causing destruction you cannot make the meter go away without dying, resetting, or starting a race. In order to allow players to simply free roam without being hounded by the never-ending hoard of enemies gunning for you, you can feed on civilians to replenish Venom's constantly depleting health bar without raising the wanted level.
* DidntThinkThisThrough: During the FinalBoss, Trask attempts to escape a rip-roaringly pissed Venom on a helicopter... only to realize he has no idea how to fly it. Thus, he's stuck there while Venom tries to throw the chopper off of the building and Spider-Man has to fight him.
* DuelingPlayerCharacters: Spider-Man has to both chase down and duel Venom at multiple different points in the game. [[spoiler:This is even the case for the FinalBoss]].
* DoubleJump: Only Spider-Man has this ability, which he lampshades.
-->"Jump and then jump again. [[LampshadeHanging Sure it breaks the laws of physics, but so do most things I do.]]"
* ElementalRockPaperScissors: Invoked in the fight between Venom and Electro. Breaking hydrants near Electro will make the water damage him.
* EndearinglyDorky: Peter Parker, the quintessential teenage nerd with superpowers. Creator/SeanMarquette [[WesternAnimation/FostersHomeForImaginaryFriends has some experience voicing socially awkward guys who are pretty cute]].
* EnemyMine: Peter Parker and Silver Sable briefly team up to save the civilians caught in their conflict.
* EvenEvilHasStandards:
-->'''Silver Sable:''' Hang on, I'll help you!
-->'''Peter Parker:''' First, you tried to kill me, and now you're helping me?
-->'''Silver Sable:''' I've been hired to capture you, not to kill innocent people.
-->'''Peter Parker:''' Aw, you're crazy with a heart of gold.
* EvilVsEvil: Throughout the story, Venom gets involved in conflicts with Silver Sable and her Wild Pack, Electro, Beetle,Carnage [[spoiler:with Peter being the host]] and the BigBad Bolivar Trask himself, [[spoiler:who is killed by Venom in the game's ending]].
* ExpectingSomeoneTaller: Facing a mook will cause this reaction that Spider-Man is shorter than them.
* ExpressiveMask: It's not who you would expect - it's ''Venom'' who has this, although to a very limited level. Periodically his eyes 'blink' and change between two different shapes.
* FantasticRacism: "Mutants are people, too."
* GameplayAndStoryIntegration: Venom's mere presence and proximity to Spider-Man overloads his SpiderSense to the point Peter is incapacitated from the pain, due to remnants of the suit in Peter's blood trying to rejoin with the main one. During the second and third boss fights, if Spider-Man is too close to Venom for too long, the {{Sensory Overload}}s will leave him clutching his head and screaming in agony, leaving the player at Venom's mercy and forcing them to hit-and-run.
* GameplayAndStorySegregation: Even though [[spoiler:Venom's LifeDrain is cured at the end of the game]], his health still depletes over time in the post-game, most likely as a means to avoid defeating the purpose of feeding on humans, and to add more challenge to your rampages.
* GetBackHereBoss: There are several throughout the game, namely against the Green Goblin, Electro, and Venom.
* GutturalGrowler: Venom, Green Goblin and Rhino (when he's in his suit) have this.
* HammerspacePoliceForce: Triggering Venom's minigame causes wave after wave of cops to come after you. Rack up enough points by destroying stuff and killing enemies, and SWAT teams and eventually SHIELD show up. You don't get nearly as much regain from eating cops as you do civilians, which eventually stop appearing.
* TheHeavy: Venom is the most personal foe to Spider-Man and the most RecurringBoss throughout the game. He ends up becoming the FinalBoss and and ends up taking over the role as the BigBad from Trask.
* HeelFaceRevolvingDoor: Silver Sable goes from attacking Peter to helping him with the innocents to attacking him again until finally letting him get Trask.
* HumansAreTheRealMonsters: As self-serving as Venom is, most of the things he does in the game (apart from fighting Spider-Man and armed forces) are under the orders of Bolivar Trask, who; thanks to Peter's father selling the suit out to his company; plans to use Venom as a bioweapon. Once Venom finds out, he becomes ''pissed'' and immediately tries to kill Trask at any chance he gets, ''even in prison''.
* IconicAttributeAdoptionMoment: Venom doesn't have the classic large white spider insignia on his chest and back throughout the game. Until the end that is, after he consumes [[spoiler: the Carnage symbiote possessing Peter]].
* IFoughtTheLawAndTheLawWon: Blow up a car as Venom and it triggers a mini-game wherein a HammerspacePoliceForce comes after you. [[WantedMeter Rack up enough points]], and {{SWAT Team}}s start coming. Rack up even more points and SHIELD shows up with {{Flying Mook}}s and lasers.
* InASingleBound: Rather than web-swinging, Venom can leap immense heights to quickly get around.
* JustBusiness:
-->'''Spider-Man:''' But you... [tried to kill me]
-->'''Silver Sable:''' Eh, no hard feelings. Business is business, huh?
* KarmaHoudini: For all of the chaos he embarked on, Venom gets everything he wanted by the end. He completed his suit and gained full control of it, escaped authorities (for now), and ''even after he was stopped from doing so'', he still gets his vengeance on Trask in prison. The only thing he failed to do was kill Spider-Man, but it is inevitable that eventually, they will cross paths again sometime.
** KarmaHoudiniWarranty: Trask's ultimate punishment for his crimes? Three years in a golf course prison. Eddie voices his displeasure with this rather unsatisfying sentence and promptly decides to [[NoAdequatePunishment fix it himself]].
* LifeDrain: Rather than outright eat people as he does in the comics, Venom simply swallows them, absorbs their life force, and then spits them back out.
--> '''Venom''': Hhhuunngeeeerrrrr...feeeeed...
* MyRulesAreNotYourRules: When fought as a boss, Venom's health doesn't drain as it does as when the player controls him.
* MythologyGag:
** There are several to the comics, and even to the Mainstream Marvel universe. "Madame Web is faster than you, [[LampshadeHanging and I don't even get the reference!]]"
** Dr. Adrian Toomes sports a green shirt and pilot jacket as a nod to his 616 identity as the Vulture, although he's a DecompositeCharacter in the Ultimate universe.
* NominalHero: Venom, big, ''big, '''big''''' time considering that his Ultimate counterpart is [[AdaptationalVillainy infinitely worse]] than his mainstream one. '''Nothing''' he does is even anti-heroic apart from defeating Electro to save Spider-Man, and even then he was ''hired'' to defeat the former, and he's only saving the latter [[TheOnlyOneAllowedToDefeatYou so that he can kill him.]] His main goals are to just kill Spider-Man, get away from S.H.I.E.L.D. and, once he realizes he's been had by ManipulativeBastard Bolivar Trask throughout most of the game, he decides to try and kill him ''and'' Spider-Man. Even when Spider-Man stops him from doing that, he ''still'' manages to succeed in killing Trask in prison.
* OhCrap:
** "I'm so scared I can't even finish my lame joke", says Spider-Man bluntly after seeing how big R.H.I.N.O is.
** In the final battle, Spider-Man says "You again?!" to Silver Sable just before she says that she's not gonna attack him.
* TheOnlyOneAllowedToDefeatYou: Venom feels that only he should be allowed to defeat Spider-Man. This is part of his boss battle against Electro - allowing him to kill Spidey counts as a game over.
* PowerHigh: When Venom gains absolute control of his symbiotic suit.
--> '''Venom''': I have absolute...''total... '''CONTROL!''''' ''([[EvilLaugh soft snicker]])'' Now then...I have a ''score'' to settle. ''([[VoiceChangeling in Eddie's voice]])'' Which way do you figure... ''(Venom's voice)'' ...''Trask's office is?!''
* ProductPlacement: Multiple billboards featuring the Nokia 3230 cellphone can be found in the game, as well as two Nokia buildings. Also, guess which brand of cellphones Adrian Toomes uses.
* PunchClockVillain: Silver Sable. She and her mercenaries were only hired to capture Venom, nothing more.
* RecurringBoss: Venom. You fight him a grand total of ''four'' times throughout the game.
* RegretEatingMe: Whenever Venom tries to eat a boss, [[ContractualBossImmunity they invoke this on him]]. He probably shouldn't try to consume anyone made of indestructible blades, anyone made of electricity, anyone who has energy blades, anyone who instinctively fires machine guns, or anyone formed of a chaotic spiky symbiote.
* RoaringRampageOfRevenge: Upon absorbing Carnage to complete his suit, Eddie undergoes a PowerHigh and gains full control of himself, acting fully lucid - however, this is also after he discovered that Trask had been using him as a bioweapon, which leads to him using his newfound sobriety to ''lash out and dedicate all he has to kill him''.
-->'''Venom''': ''You'' locked ''ME'' up, like an '''''ANIMAL!!'''''
-->'''Venom''': I should've done this ''right'', the ''first'' time...
* SecretIdentityChangeTrick: Peter changes into his Spider-Man costume by a car.
* SensoryOverload: Whenever Spider-Man and Venom are in close proximity to one another, the former's SpiderSense is overloaded to the point he's incapacitated from the pain.
* SparedByTheAdaptation: In the Ultimate comics, Venom was originally barely a character at all, just a blob that was always hungry and which Eddie couldn't exactly control; here even without control Venom seems to maintain some intelligence, and Eddie learns how to control it. When the comic finally adapted the game's storyline, Eddie-as-Venom ''did'' get more development and gained additional control over the Venom Suit... but was captured by the Beetle and never seen again.
* StarterVillain: Also Venom, ironically. When the game begins, he is the first one you fight during the tutorial. Being the BigBad and a RecurringBoss however, he comes back several times with more health.
** Unless you count Venom, Herman Schultz, AKA Shocker, is the first boss you fight after the tutorial.
* VideoGameCrueltyPotential:
** Venom gains more health from civilians than he does from criminals or cops. He can also brutally kill enemies by slamming them face-first into the ground or snapping their spines like twigs by folding them in half.
** Spider-Man can outright ''kill'' mooks in the game if you decided to knock them off buildings, throw them into the ocean, or let a flaming car explode on them. Half of the City Mission side quest will even consider them ''successful''.
* VillainProtagonist: In the chapters where you play as Venom, he borders on this and NominalHero.
* WarmUpBoss: The first thing you do when the game begins is fighting Venom, where you practice your fighting skills. [[RecurringBoss You still fight several times in the game, however.]]
* WantedMeter: In Venom's mini-game, a little red bar appears under the health bar that serves as a wanted meter, with police, helicopters, the Wild Pack, and eventually SHIELD showing up in waves to take you down.
* WhamShot: When Venom sucks up Carnage, completing the suit and gaining full control over it, his iconic ChestInsignia unexpectedly pops on, which is especially a surprise considering that he ''never'' bears it in the Ultimate comics, outside of covers and intentionally OffModel small panels.
* WhatHappenedToTheMouse: [[AllThereInTheManual Unless you buy the special edition]], you never learn what Beetle was doing attacking Spider-Man and Venom and what happens to him is never explained. [[spoiler:He was collecting samples of superpowered beings for Doctor Doom.]]
* WhatTheHellHero: Spider-Man calls out Nick Fury (and Silver Sable, mistaking her as his employee) for not keeping Electro in custody.
* WideOpenSandbox: You can freely roam a shrunk-down version of New York City as Spider-Man and (once unlocked) Venom.
* WouldHurtAChild: Interestingly enough, you actually get to ''kill'' a child during the tutorial as Venom. This is something you don’t even get to do in {{VideoGame/GrandTheftAuto}}.
* WouldHitAGirl: Spidey and Venom's boss fights with Silver Sable, as well as the female gang members.
* WolverinePublicity: Wolverine himself shows up as a boss for Venom to fight.
----
->''"Be legendary. Be predatory. Be both."''
-->'''-- The game's TagLine'''
'''''Ultimate Spider-Man''''' is a 2005 video game developed by Treyarch (for the consoles), Vicarious Visions (for the handheld consoles), and Beenox (Microsoft Windows) and published by Activision. Based on the comic ''ComicBook/UltimateSpiderMan'', it is set several months after Volume 6,[[note]]The Venom arc[[/note]] which serves as the game's prologue. Both Spider-Man and Venom are playable characters, with an original storyline that was originally intended to be canon and was later [[BroadStrokes loosely adapted]] into the "War of the Symbiotes" arc.
----
!! The game provides examples of the following tropes:
* AdaptedOut: Gwen Stacy and Aunt May don't appear or are referenced in the game.
* AllForNothing: Aside from Peter finding out the truth about his parents' deaths, the entire storyline essentially amounts to nothing. Venom is still out there and he even succeeded in killing Trask. Preventing this was the main mission of the last boss fight!
* AlternateContinuity: At the time in which the game came out, it was actually more or less in continuity with the ''Ultimate Spider-Man'' comics (and that's also how it was marketed). After some time, however, the comics went in a direction that couldn't support the game's events and a new arc was written that kind of paraphrased the game.
* AmusingInjuries: Some of Spider-Man's quips lend to this. "Don't worry, nothing's broken except my spine... a few ribs... and maybe everything else." is one such example, wherein he's thrown upside-down into a wall by R.H.I.N.O and peels off it like a cartoon character.
* AndNowForSomeoneCompletelyDifferent: The game allows you to alternate playing as [[ComicBook/UltimateSpiderMan Spider-Man]] and ComicBook/{{Venom}}.
* AndYourRewardIsClothes: You unlock costumes for completing achievements. 100% completion required to play as Spider-Man in the symbiote suit. With no gameplay differences whatsoever.
** Venom also has a variant of this - after completing all story missions, Venom gets to bear his ChestInsignia.
* AntiVillain: ComicBook/SilverSable is a mercenary hunting Venom.
* ArtisticLicenseGeography: The map of New York City is fairly inaccurate, to say the least. A large section of the city is cut off (since it connects very closely to another part of New York) and Queens is depicted as the closest place to the city. The reason behind doing so is understandable though, Peter lives with his Aunt in Queens but operates out of Manhattan, so in order for him to 'go home' and include things such as his school, the two places had to be moved closer. Doesn't stop it confusing non-New Yorkers though.
* BareYourMidriff: Mary-Jane wears an outfit that does this.
* BadassNormal: The Beetle and Silver Sable--the only two bosses fought by both Spidey and Venom.
* TheBadGuyWins: While [[VillainProtagonist Venom]] fails to kill Spider-Man, he still completes his suit and gains full control over it, escapes the authorities, and succeeds in murdering Trask after Spidey stopped him from doing so the first time.
* BeCarefulWhatYouWishFor: Trask captures Eddie and forces him to do his dirty work in order to test the Venom suit out and work out how to stabilize and control it. Once Eddie gains control over the suit, the very first thing he does is go on a RoaringRampageOfRevenge against Trask, ultimately killing him during the ending cutscene.
-->'''Venom''': I know how to control the suit now!! Isn't that what you ''wanted?!''
* BigBad: Bolivar Trask is the primary villain of the story, being the one who tricked Peter's father into selling the Venom suit over to his company, hired Silver Sable to hunt down Venom, then used Venom as a bioweapon against his competitors. He loses this role to Venom in the final level of the game after Eddie gains complete control of the suit and goes on a RoaringRampageOfRevenge to kill Trask and serves as the FinalBoss of the story mode.
* BookEnds: The game opens and concludes with a boss fight against Venom. The same background music even plays in both fights.
* TheCameo:
** Venom's first boss is Wolverine from the X-Men.
** There are cameos from all three of the other Ultimate series (at the time the game was made, that is): Johnny Storm from the Fantastic Four, who you can race against, and Nick Fury from the Ultimates.
* CanonDiscontinuity: It's the other way around. The video game synced very well with the comic at the time it was released. However, scheduling issues pushed the comic's adaptation further out so that when the game's storyline finally was adapted into "War of the Symbiotes", it had to be in BroadStrokes to account for all the other story elements that were already in play.
* CarFu: Venom's weapon of choice, which is great against helicopters. Throwing them in free-range mode brings endless waves of cops down on you in a ''Grand Theft Auto''-type mini-game.
* ChronicHeroSyndrome: Spider-Man, oh so very much.
* CombatTentacles: Venom's ranged attack consists of these.
* CorruptCorporateExecutive: Bolivar Trask wants to get his hands on the Venom Suit to turn it into a bioweapon.
* CurseCutShort:
-->'''Sharon Carter:''' Get this area sealed off inside of 10 seconds or I'll fire the first son of a--
-->'''Spider-Man:''' You with Fury?
* DeadpanSnarker: Spider-Man will frequently snark on anything he does or during missions.
* DeathOfAChild: Done as a TakeThat towards the children who kept losing their balloons in the ''Film/SpiderMan2'' [[VideoGame/SpiderMan2 tie-in game]], in the form of a little boy with a balloon... who gets nommed on by Venom.
* {{Determinator}}: Sable shot Peter with about seven tranquilizer darts and he's not knocked out. Well, not until after his fight with Venom...
* DevelopersForesight: After beating the game you can play freely as Venom to complete races, free roam or cause chaos, the last bit which will cause you to start racking up a WantedMeter. However once you start causing destruction you cannot make the meter go away without dying, resetting, or starting a race. In order to allow players to simply free roam without being hounded by the never-ending hoard of enemies gunning for you, you can feed on civilians to replenish Venom's constantly depleting health bar without raising the wanted level.
* DidntThinkThisThrough: During the FinalBoss, Trask attempts to escape a rip-roaringly pissed Venom on a helicopter... only to realize he has no idea how to fly it. Thus, he's stuck there while Venom tries to throw the chopper off of the building and Spider-Man has to fight him.
* DuelingPlayerCharacters: Spider-Man has to both chase down and duel Venom at multiple different points in the game. [[spoiler:This is even the case for the FinalBoss]].
* DoubleJump: Only Spider-Man has this ability, which he lampshades.
-->"Jump and then jump again. [[LampshadeHanging Sure it breaks the laws of physics, but so do most things I do.]]"
* ElementalRockPaperScissors: Invoked in the fight between Venom and Electro. Breaking hydrants near Electro will make the water damage him.
* EndearinglyDorky: Peter Parker, the quintessential teenage nerd with superpowers. Creator/SeanMarquette [[WesternAnimation/FostersHomeForImaginaryFriends has some experience voicing socially awkward guys who are pretty cute]].
* EnemyMine: Peter Parker and Silver Sable briefly team up to save the civilians caught in their conflict.
* EvenEvilHasStandards:
-->'''Silver Sable:''' Hang on, I'll help you!
-->'''Peter Parker:''' First, you tried to kill me, and now you're helping me?
-->'''Silver Sable:''' I've been hired to capture you, not to kill innocent people.
-->'''Peter Parker:''' Aw, you're crazy with a heart of gold.
* EvilVsEvil: Throughout the story, Venom gets involved in conflicts with Silver Sable and her Wild Pack, Electro, Beetle,Carnage [[spoiler:with Peter being the host]] and the BigBad Bolivar Trask himself, [[spoiler:who is killed by Venom in the game's ending]].
* ExpectingSomeoneTaller: Facing a mook will cause this reaction that Spider-Man is shorter than them.
* ExpressiveMask: It's not who you would expect - it's ''Venom'' who has this, although to a very limited level. Periodically his eyes 'blink' and change between two different shapes.
* FantasticRacism: "Mutants are people, too."
* GameplayAndStoryIntegration: Venom's mere presence and proximity to Spider-Man overloads his SpiderSense to the point Peter is incapacitated from the pain, due to remnants of the suit in Peter's blood trying to rejoin with the main one. During the second and third boss fights, if Spider-Man is too close to Venom for too long, the {{Sensory Overload}}s will leave him clutching his head and screaming in agony, leaving the player at Venom's mercy and forcing them to hit-and-run.
* GameplayAndStorySegregation: Even though [[spoiler:Venom's LifeDrain is cured at the end of the game]], his health still depletes over time in the post-game, most likely as a means to avoid defeating the purpose of feeding on humans, and to add more challenge to your rampages.
* GetBackHereBoss: There are several throughout the game, namely against the Green Goblin, Electro, and Venom.
* GutturalGrowler: Venom, Green Goblin and Rhino (when he's in his suit) have this.
* HammerspacePoliceForce: Triggering Venom's minigame causes wave after wave of cops to come after you. Rack up enough points by destroying stuff and killing enemies, and SWAT teams and eventually SHIELD show up. You don't get nearly as much regain from eating cops as you do civilians, which eventually stop appearing.
* TheHeavy: Venom is the most personal foe to Spider-Man and the most RecurringBoss throughout the game. He ends up becoming the FinalBoss and and ends up taking over the role as the BigBad from Trask.
* HeelFaceRevolvingDoor: Silver Sable goes from attacking Peter to helping him with the innocents to attacking him again until finally letting him get Trask.
* HumansAreTheRealMonsters: As self-serving as Venom is, most of the things he does in the game (apart from fighting Spider-Man and armed forces) are under the orders of Bolivar Trask, who; thanks to Peter's father selling the suit out to his company; plans to use Venom as a bioweapon. Once Venom finds out, he becomes ''pissed'' and immediately tries to kill Trask at any chance he gets, ''even in prison''.
* IconicAttributeAdoptionMoment: Venom doesn't have the classic large white spider insignia on his chest and back throughout the game. Until the end that is, after he consumes [[spoiler: the Carnage symbiote possessing Peter]].
* IFoughtTheLawAndTheLawWon: Blow up a car as Venom and it triggers a mini-game wherein a HammerspacePoliceForce comes after you. [[WantedMeter Rack up enough points]], and {{SWAT Team}}s start coming. Rack up even more points and SHIELD shows up with {{Flying Mook}}s and lasers.
* InASingleBound: Rather than web-swinging, Venom can leap immense heights to quickly get around.
* JustBusiness:
-->'''Spider-Man:''' But you... [tried to kill me]
-->'''Silver Sable:''' Eh, no hard feelings. Business is business, huh?
* KarmaHoudini: For all of the chaos he embarked on, Venom gets everything he wanted by the end. He completed his suit and gained full control of it, escaped authorities (for now), and ''even after he was stopped from doing so'', he still gets his vengeance on Trask in prison. The only thing he failed to do was kill Spider-Man, but it is inevitable that eventually, they will cross paths again sometime.
** KarmaHoudiniWarranty: Trask's ultimate punishment for his crimes? Three years in a golf course prison. Eddie voices his displeasure with this rather unsatisfying sentence and promptly decides to [[NoAdequatePunishment fix it himself]].
* LifeDrain: Rather than outright eat people as he does in the comics, Venom simply swallows them, absorbs their life force, and then spits them back out.
--> '''Venom''': Hhhuunngeeeerrrrr...feeeeed...
* MyRulesAreNotYourRules: When fought as a boss, Venom's health doesn't drain as it does as when the player controls him.
* MythologyGag:
** There are several to the comics, and even to the Mainstream Marvel universe. "Madame Web is faster than you, [[LampshadeHanging and I don't even get the reference!]]"
** Dr. Adrian Toomes sports a green shirt and pilot jacket as a nod to his 616 identity as the Vulture, although he's a DecompositeCharacter in the Ultimate universe.
* NominalHero: Venom, big, ''big, '''big''''' time considering that his Ultimate counterpart is [[AdaptationalVillainy infinitely worse]] than his mainstream one. '''Nothing''' he does is even anti-heroic apart from defeating Electro to save Spider-Man, and even then he was ''hired'' to defeat the former, and he's only saving the latter [[TheOnlyOneAllowedToDefeatYou so that he can kill him.]] His main goals are to just kill Spider-Man, get away from S.H.I.E.L.D. and, once he realizes he's been had by ManipulativeBastard Bolivar Trask throughout most of the game, he decides to try and kill him ''and'' Spider-Man. Even when Spider-Man stops him from doing that, he ''still'' manages to succeed in killing Trask in prison.
* OhCrap:
** "I'm so scared I can't even finish my lame joke", says Spider-Man bluntly after seeing how big R.H.I.N.O is.
** In the final battle, Spider-Man says "You again?!" to Silver Sable just before she says that she's not gonna attack him.
* TheOnlyOneAllowedToDefeatYou: Venom feels that only he should be allowed to defeat Spider-Man. This is part of his boss battle against Electro - allowing him to kill Spidey counts as a game over.
* PowerHigh: When Venom gains absolute control of his symbiotic suit.
--> '''Venom''': I have absolute...''total... '''CONTROL!''''' ''([[EvilLaugh soft snicker]])'' Now then...I have a ''score'' to settle. ''([[VoiceChangeling in Eddie's voice]])'' Which way do you figure... ''(Venom's voice)'' ...''Trask's office is?!''
* ProductPlacement: Multiple billboards featuring the Nokia 3230 cellphone can be found in the game, as well as two Nokia buildings. Also, guess which brand of cellphones Adrian Toomes uses.
* PunchClockVillain: Silver Sable. She and her mercenaries were only hired to capture Venom, nothing more.
* RecurringBoss: Venom. You fight him a grand total of ''four'' times throughout the game.
* RegretEatingMe: Whenever Venom tries to eat a boss, [[ContractualBossImmunity they invoke this on him]]. He probably shouldn't try to consume anyone made of indestructible blades, anyone made of electricity, anyone who has energy blades, anyone who instinctively fires machine guns, or anyone formed of a chaotic spiky symbiote.
* RoaringRampageOfRevenge: Upon absorbing Carnage to complete his suit, Eddie undergoes a PowerHigh and gains full control of himself, acting fully lucid - however, this is also after he discovered that Trask had been using him as a bioweapon, which leads to him using his newfound sobriety to ''lash out and dedicate all he has to kill him''.
-->'''Venom''': ''You'' locked ''ME'' up, like an '''''ANIMAL!!'''''
-->'''Venom''': I should've done this ''right'', the ''first'' time...
* SecretIdentityChangeTrick: Peter changes into his Spider-Man costume by a car.
* SensoryOverload: Whenever Spider-Man and Venom are in close proximity to one another, the former's SpiderSense is overloaded to the point he's incapacitated from the pain.
* SparedByTheAdaptation: In the Ultimate comics, Venom was originally barely a character at all, just a blob that was always hungry and which Eddie couldn't exactly control; here even without control Venom seems to maintain some intelligence, and Eddie learns how to control it. When the comic finally adapted the game's storyline, Eddie-as-Venom ''did'' get more development and gained additional control over the Venom Suit... but was captured by the Beetle and never seen again.
* StarterVillain: Also Venom, ironically. When the game begins, he is the first one you fight during the tutorial. Being the BigBad and a RecurringBoss however, he comes back several times with more health.
** Unless you count Venom, Herman Schultz, AKA Shocker, is the first boss you fight after the tutorial.
* VideoGameCrueltyPotential:
** Venom gains more health from civilians than he does from criminals or cops. He can also brutally kill enemies by slamming them face-first into the ground or snapping their spines like twigs by folding them in half.
** Spider-Man can outright ''kill'' mooks in the game if you decided to knock them off buildings, throw them into the ocean, or let a flaming car explode on them. Half of the City Mission side quest will even consider them ''successful''.
* VillainProtagonist: In the chapters where you play as Venom, he borders on this and NominalHero.
* WarmUpBoss: The first thing you do when the game begins is fighting Venom, where you practice your fighting skills. [[RecurringBoss You still fight several times in the game, however.]]
* WantedMeter: In Venom's mini-game, a little red bar appears under the health bar that serves as a wanted meter, with police, helicopters, the Wild Pack, and eventually SHIELD showing up in waves to take you down.
* WhamShot: When Venom sucks up Carnage, completing the suit and gaining full control over it, his iconic ChestInsignia unexpectedly pops on, which is especially a surprise considering that he ''never'' bears it in the Ultimate comics, outside of covers and intentionally OffModel small panels.
* WhatHappenedToTheMouse: [[AllThereInTheManual Unless you buy the special edition]], you never learn what Beetle was doing attacking Spider-Man and Venom and what happens to him is never explained. [[spoiler:He was collecting samples of superpowered beings for Doctor Doom.]]
* WhatTheHellHero: Spider-Man calls out Nick Fury (and Silver Sable, mistaking her as his employee) for not keeping Electro in custody.
* WideOpenSandbox: You can freely roam a shrunk-down version of New York City as Spider-Man and (once unlocked) Venom.
* WouldHurtAChild: Interestingly enough, you actually get to ''kill'' a child during the tutorial as Venom. This is something you don’t even get to do in {{VideoGame/GrandTheftAuto}}.
* WouldHitAGirl: Spidey and Venom's boss fights with Silver Sable, as well as the female gang members.
* WolverinePublicity: Wolverine himself shows up as a boss for Venom to fight.
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