Ultimate Spider-Man is a third-person action-adventure video game, set in an open world based on Manhattan and parts of Queens. Players take on the role of Spider-Man or Venom and complete missions—linear scenarios with set objectives—to progress through the story. The player starts in story-mode where they can only free roam as Spider-Man, and the game automatically switches between Spider-Man and Venom during missions. After the main story is complete, the player can switch between the two characters at any time, and free roam as Venom.
The two characters play differently from one another. Spider-Man is more agile and uses webs to travel through the city, being able to either web swing or web zip; similarly to Spider-Man 2, the player needs to be close to buildings and manually attach webs to them. Spider-Man can also use his webs during fights, immobilizing enemies for a few seconds, or grabbing and throwing them around. Once an enemy is down, the player needs to quickly web them in order to immobilize them for good, otherwise they will get up and continue attacking the player.
Venom is much more aggressive and uses his tentacles to pull himself to buildings, much like Spider-Man's web zip. He can perform massive jumps and grab enemies, whom he can either throw away, crush against the ground, or consume. While playing as Venom, players can consume non-player characters to regenerate their health; normal pedestrians usually grant the player more health than enemies. While free roaming as Venom, he will slowly lose health regardless of taking damage or not, requiring the player to often consume people to regenerate health. Venom can throw cars and go on destructive rampages, earning police attention. The more destruction Venom causes, the more police will attempt to stop him.
As the game progresses, Spider-Man and Venom will have certain "City Goals" to accomplish in order to continue the storyline. These consist of various side missions, such as races, combat tours, and collectibles.
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