For those who don't keep up with comic books, Ultimate Spider-Man is a retelling of the whole Spider-Man story from the beginning. Peter Parker is still bitten by an irradiated spider and gains incredible powers. But in this version, he is back in high school and Mary Jane Watson is his girlfriend. While many villains from the original comic return, they have new origins. In the case of this game, the #1 bad guy is none other than the infamous Venom. He's big, powerful, and you get to play as him!

But let's not get ahead of ourselves. Half of the game is dedicated to our wall-crawling hero who spends time balancing classes, working at The Daily Bugle, web-slinging across New York City, and busting crime wherever he finds it. Every once in a while, a supervillain will arise to give Spidey a real challenge. The full array of powers are made available, including danger-sense, wall-crawling, and web-slinging. The control scheme using the mouse and keyboard is decent, but most players will probably be much happier using a gamepad. You use the mouse to control the camera and web-slinging, and the keyboard for movement and combat. It's ok, but the camera moves so fast that it's very difficult to manage moving across the city using a mouse. Setting down the mouse sensitivity helps somewhat, but the gamepad is definitely the way to go. However, there are a few instances that require quick key tapping between two keys which is easier done on a mouse. This doesn't happen that often, so switching between the two controls isn't that bad.

Gameplay mostly involves roaming the city and taking random challenges like timed races and combat runs. There is also random crimes to stop, all of which leads up to Spidey getting better, stronger, and faster. Before you know it, you'll be hitting the streets, covering bad guys with webbing and hanging them from light poles with the best of them! Additionally, there are coins scattered all over the city that unlocks extras, including a gallery of comic book covers.

Just when you get used to playing as Spidey, things get switched around a little. The story changes points of view and suddenly you'll find yourself in the persona of his arch nemesis, Venom. Venom has many many similar powers to Spidey, except he is considerably stronger and more ruthless. His special moves include breaking people in half and consuming people to drain their life force and heal himself. He also has a powerful superjump to get around town with instead of webbing. You'll even get a chance to take on Wolverine who pops in for a cameo! Play long enough and eventually you'll be able to unlock Venom as a main character and rampage all through Manhattan to your heart's content!

The cell-shaded graphics of Ultimate Spider-Man work perfectly and truly capture the right art and feel, with characters literally bursting out of comic book frames. The voice acting is also very good, with the voice of Peter Parker / Spidey getting things just right. The game's plot is engrossing and will keep you playing to see what will happen next. Things do get a little twitchy when you have to fight a boss, mainly because of the wonky camera. The target locking isn't the most reliable thing around, and it's very easy to lose sight of villains like Rhino (which you'd think would be hard to do, given his size) while jumping off walls and slinging webs to avoid having a car hit you in the face. This game is too-fast paced to fall victim to bad camera movement.

Overall, aside from from the camera and the so-so mouse and keyboard controls, Ultimate Spider-Man hits all the right notes. It gets points for style and truly capturing the comic book feel. The game is very fast paced and a great fun! Whether you're saving little old ladies as Spidey, or consuming their life force as Venom, Ultimate Spider-Man has got it all!