Once again Treyarch makes another wonderful Spider-Man game. However, those that are expecting another Spider-Man 2 game will be in for a surprise.

Ultimate Spider-Man starts up at Peter Parker's school where he has been cornered by Eddie Brock in the Venom suit. After a short battle and chase, Venom is electrocuted by a stray power line and disappears. Three months have passed since that night with no sign of either Venom or Brock, but that all changes as he suddenly reappears one day. The plot is original, but it gets off to a very slow start. Equally disappointing is that the story is short as well. Thank goodness that the plot is interesting and has a bit of a twist or two to make up for these short comings.

Wow. That's all that I can really say to describe the graphics. Every, and I mean every, character model is wonderfully detailed and well animated. This includes even the pedestrians which looked horrible in Spider-Man 2. It's nice to see that everything got fair treatment in the graphics department. Treyarch's unique Comic 3D Inking engine is also impressive. They weren't kidding when they said that this isn't cel-shading; it's something entirely new and innovative. An entire comic book world has been brought to life by this engine and Spider-Man and Venom have never looked better thanks to it. Cut scenes are fun to watch as they are displayed as literally animated comic pages. It's really well done and helps the entire comic book feel of the game. As great as this game looks there are a few problems worth noting. From afar the ground looks horrible. Take a look at the water's edge around Manhattan and you'll see what I mean. The edges of Queens and Manhattan are terribly pixelated and I'm talking huge square pixels. The areas surrounding Queens where you can't explore are poorly rendered and are obviously flat when you look down at them. Some buildings have the tendency to not fully form until you're right in front of them. More than once you'll run into a sky scraper that'll appear suddenly in front of you. Most of these problems plagued Spider-Man 2 so it's disappointing to see that they haven't been fixed yet.

For those of you that didn't like Tobey Maguire's voice acting, rejoice! He's not the voice of Spider-Man this time around. Sean Marquette gets that honor and does a heck of a job at it too. In fact, the voice acting is good for all the characters. They all put their feelings into it and as a result they make their characters realistic and believable. In some cases, though, it's hard to hear what is being said. In one scene Rhino is trying to toss a gas tank and as he lifts it he keeps rambling about something that I couldn't really understand. I think Spider-Man put it best in that scene, "I could do without the talking." Yes, Spider-Man, I couldn't agree with you more. The music is weird in this game. It's a sort of techno beat that I couldn't really get into. Personally, I felt that it didn't fit Spider-Man all that well. Fortunately the music only plays occasionally like it did in Spider-Man 2.

If you've played Spider-Man 2 don't come into this one expecting it to be the same and that you already know what's going on because you won't. The controls have been changed around enough so that it'll throw you off the first time you play. It's nothing too confusing, but it's enough to fool you. Also changed is the swing mechanics. They're not as in depth as they were before, but they still work well. In fact, you'll be zipping around in no time at all. The new swing scheme works well for this game and I was impressed with how fluid Spider-Man swung and jumped about. It truly was acrobatic and much more gratifying to watch than it was in Spider-Man 2. I think I might enjoy the web swinging in this one better than in the last one.

The big thing for this game is that you get to play as Venom. He really does play that much differently from Spider-Man and makes for a nice break in the gameplay. If you think The Hulk you'll be on the right track to controlling Venom. Venom does super jumps instead of swinging to get around and makes use of his tentacles to 'web' zip and to attack. Additionally, he uses the tentacles to absorb people to restore his health. It constantly depletes no thanks to the Venom suit. You can feel the power of Venom as you run around (the screen shakes). Dropping to the street leaves a crater where you fell and your claws tear holes into walls as you go. It's disappointing that Venom's levels are so short. At first you only get to control him a few times and are forced to follow a set path which means no exploring for you. Most of the Venom levels have you fighting a boss, which is good considering that Venom has some of the best boss battles. Spider-Man's bosses all involve a lengthy chase scene followed by a wait-till-the-boss-leaves-himself-open-and-then-pound-him-quickly scheme. As such, Spider-Man's boss fights aren't as intriguing as Venom's. With Venom most of his bosses can restore their health so you have to continually keep an eye on your health as well as theirs. Plus, tossing cars around is just cool. You can't really make good use of Venom until after you beat the game (which won't take long). After the ending credits you'll be able to switch between either Spider-Man or Venom as you please. Venom's run around in New York plays a bit like Grand Theft Auto, meaning that you have a wanted level that can build. As soon as you destroy a car it turns on and can go as high as five bars meaning S.H.I.E.L.D. Agents will be all over you with everything they've got. Also, doing this turns on a score counter and gives Venom an arcade feel. The real challenge is to just build up the highest score you can before being defeated. Aside from that the only other thing you can do are races. They're just like Spider-Man's, but a little harder to complete.

You're more encouraged to play as everyone's favorite Web-Head than you are as Venom. Spider-Man has many more things to do when compared to his villainous counterpart. Spider-Man can do races (thank goodness for no looping challenges!), combat tours, city events, and Johnny Storm races. The Johnny Storm races are just regular races except that you're competing against the Human Torch! Combat tours has you facing one of four gangs. Wiping the floor with them enough times will unlock a bit more health for the Wall Crawler. City events are just crimes happening around the city for you to foil. Fortunately there are no pedestrians begging for your attention; crimes will just randomly pop up around the city for you. Since there are no Hero Points doing these will only unlock stuff. Oh, don't worry about buying moves because you can't and you don't really need to. Web-Head is tough enough as is.

Don't think that Treyarch didn't hide stuff for you to find! There are plenty of hidden tokens, comic book covers, and landmarks for you to look for. That's it. Just those three types. No buoy, skyscraper, or hideout tokens this time around. Hidden tokens and landmark tokens unlock new costumes for Spider-Man to use while comic book covers reveal the covers to the Ultimate Spider-Man series.

As great as this game is I have one glaring problem with it. It's shorter than Mini-Me! If you only do the bare minimum required to advance the story you could beat the game in four hours. Probably less. I dilly-dallied and finished in six. Thankfully the hidden tokens are well hidden and trying to get them all will take a bit of time. I still have ninety something left to find and they're only going to get more difficult to locate.