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After producing two successful movie-based games featuring the arachnologically augmented teen hero, the inventive Activision developer Treyarch spins a more comics-influenced yarn with Ultimate Spider-Man. While the 3D third-person action again takes place in large, freely-roamed urban environments, as in Spider-Man 2, this game has players taking control of two Marvel super-beings -- Spidey himself, and his costume-cum-criminal rival, Venom.

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As Spider-Man, players can patrol the rooftops of large Queens, NY, neighborhoods, using spider sense to find people in need and super agility to get to them in time. In control of Venom, players will be drawn by the symbiotic alien's twisted emotions to lay waste to everything in its path. Each character has his own style of fighting, and his own reason for doing so; by playing as each in turn, players gradually come to see both sides of the story.

As they explore the city streets, Spidey and Venom will each face their share of other heroes and villains from the expansive Marvel pantheon. Unlike recent Spider-Man games from Activision, Ultimate Spider-Man features stylized, cel-shaded graphics designed to emulate the look and feel of artwork in contemporary Spider-Man comic books.

In 2004, Activision got some unwanted headlines with the release of Spider-Man 2. While console owners got a fun, free-swinging game that let them web-sling anywhere in a virtual NYC, PC owners got a similar-looking box, but an unquestionably watered-down title best suited for kids. With Ultimate Spider-Man, PC gamers can take solace in the fact that it's a proper port of its console cousins, but some of what made Spider-Man 2 so much fun has been removed, producing a result that's enjoyable but far from 'ultimate.'

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For anyone unfamiliar with Marvel's 'Ultimate' series of comic-books, they're basically a 're-imagining' of Marvel's pre-eminent superhero franchises. All the elements of the classic franchise are intact, but updated and re-envisioned for the 21st century. Thus 'Ultimate Spider-Man' has Peter Parker as a 15-year-old high school kid juggling algebra tests, the Internet, and awkward first dates, while fighting super-powered criminals and living with the guilt that his best friend Eddie Brock has become the hideous Venom because of an experiment performed by his deceased father. The title has won near universal praise for its writer, Brian Michael Bendis, and its artist, Mark Bagley.

Fortunately for the video-game version of Ultimate Spider-Man, Treyarch and Activision enlisted the assistance of both men in creating the look, storyline, and voice-over dialogue for the game, and the results really show. In terms of art design and animated beauty, Ultimate Spider-Man is simply amazing. The game offers a cartoonized version of New York City and Queens to swing around that, while not super-detailed, does an incredible job of making it feel like the player has stepped into a comic-book panel. Spider-Man's New York has significant differences from the real thing, but being a native New Yorker myself (as well as a comic-book fan), there were several occasions where I stopped what I was doing just to swing around the landscape like a goggle-eyed tourist, from the campus of Empire State University to the top of the Fantastic Four's Baxter Building.

USM's cutscenes are animated like a comic-book page come to life, with beautifully drawn characters leaping in and out of black-outlined panels and real sound effects punctuated by a visual 'BANG!' or 'WHAM!' Spider-Man's trademark quips are also intact, with particular favorites including 'Most people would look fat in that suit, but you make it work!' during a battle with the Rhino, and 'Wow! You got the whole super-villain deluxe upgrade package!' in the middle of a fight with the Beetle. None of those lines of dialogue would be worth much without a crew of actors who could sell it, and the cast assembled for Ultimate Spider-Man does its job quite well. Special kudos go to Sean Marquette, the voice of Spider-Man, who manages to make Peter Parker sound like a 15-year old without being annoying or insufferable.

The game's animations are extraordinary as well. Unlike the Tobey Maguire Spider-Man, Peter Parker in USM is just a 15-year-old kid, pretty new to his powers and all this superhero jazz, and the animations really show that. As Spider-Man swings past buildings, his legs kick as though he's trying to balance himself, occasionally he'll flail about just after he lets go of one web but before he shoots out another. His fighting animations are similar -- they're the wild roundhouses and kicks of a kid gifted with supernatural speed and strength, but not much training or finesse.

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Unfortunately, the actual gameplay often feels like a digitized version of that awkward, uncertain kid -- a haphazard and crude experience occasionally highlighted by flashes of supernatural brilliance. The game's controls, for example, are quite good. Swinging Spider-Man around town and fighting bad guys is a lot of fun. Once you get the hang of it, it's a great experience to catapult over rooftops, leap down into steel canyons, and swing web-over-web across the bridge from Manhattan to Queens. But anyone who experienced the sublime web-swinging Treyarch put in place in Spider-Man 2 will be disappointed with the way it's been simplified in Ultimate Spider-Man. Spidey's webs are no longer 'real' objects in the digital world, nor does he have the variety of charged jumps and moves that he used to have. That means Spidey no longer gets those crazy boosts swinging around corners or the wild, physics-defying changes of direction that made web-slinging such a joy.

The fighting system in Ultimate Spider-Man is good, but greatly simplified over the intricate combo system of the previous game; the result never amounts to more than a lot of button-mashing. It also doesn't help that the PC version's keyboard-and-mouse control, while playable, can still be a bit wonky due to partially attaching the camera control to the mouse's movement, which adds the difficulty of wrestling with the camera to the usual challenge of actually playing the game. It's not a fatal flaw, and easily remedied by using a PC gamepad, but it is an annoyance specific to the PC version of the game.

The challenges offered to the player have a similar schizophrenic feel. The game is billed as an open 'sandbox style' experience, with the whole of the city open for exploration. In practice, however, the game isn't as open as it first appears. The player will be presented with a list of 'city goals' that have to be completed before they can proceed with the next story-based mission. Players can explore the city to find collectable tokens to unlock new costumes, character models, or famous Ultimate Spider-Man comic covers; they can take part in timed races, go on 'combat tours,' beating up legions of disposable grunts, or take part in random 'city events' which usually consist of beating up some thugs, rescuing someone hanging off a ledge, jumping on a can and hitting it until it stops driving, or some combination of the three. Unfortunately, most of these goals become rather boring after the first few times because of a lack of variety.

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It's only when enough of these tasks are completed that the 'story missions' open up, and the difference couldn't be starker. Every single one of the story-based missions sports a series of interesting challenges (usually chasing a big bad guy and rescuing people from the collateral damage), great dialogue, and cutscenes, and (usually) an exciting and challenging boss battle that involves figuring out some pattern or trick to defeat. Fairly standard boss battle stuff, of course, but presented with such verve and style that it makes such moments a joy to play. In a complete 180-degree flip from Spider-Man 2, it's the 'free-roaming' aspect of the game that's the weak point this time, and the boss battles that are the highlight.

Finally, there's the game's other major twist: the ability to play as Venom. During the game, the player will control Venom at certain points as he tries to free himself from the clutches of Silver Sable, Nick Fury, and S.H.I.E.L.D. Put simply, Venom is an awesome character in limited doses, but can easily overstay his welcome in both the comic book and in Ultimate Spider-Man.

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Basically, the video-game Venom is a lug with simplified controls, two basic attacks, the ability to jump really far, and he has to eat people to keep himself alive. The levels in which you control him are simple run-and-gun affairs, usually a chase followed by a fun fight with another super-powered individual. Unfortunately, what might have been a nice change of pace seems to have been blown way out of proportion in the game's design. There's simply too much Venom in the game, and some of his levels (especially the ones in which he's fighting hordes of S.H.I.E.L.D. mercenaries) just drag. There's not enough variety in what Venom does, and there's not enough challenge to mastering him to make him more than moderately interesting.

In the end, Ultimate Spider-Man is a fairly enjoyable, though short, romp through a beautifully realized comic-book universe. Fans of the comic-book series certainly won't want to miss it as the game's brilliant art design and voiceover work come as close as any game ever has to putting the player inside a comic-book world. The rest of us, though, who aren't diehard Spider-Man fans, will find an amusing, though simplified and hardly superlative action game.


How to run this game on modern Windows PC?

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This game has been set up to work on modern Windows (10/8/7/Vista/XP 64/32-bit) computers without problems. Please choose Download - Easy Setup (855 MB).

People who downloaded Ultimate Spider-Man have also downloaded:
Spider-Man, Spider-Man 2: The Game, Spider-Man: The Movie, X2: Wolverine's Revenge, X-Men: Legends II - Rise of Apocalypse, Spider-Man & Venom: Separation Anxiety, X-Men: The Official Game, Marvel Comics Spider-Man: The Sinister Six