With two games based on the movies, it was about time that a Spider-Man game was based on the comic books. But, instead of taking a shot at the standard Spider-Man universe (also known as Earth 616), this game takes the revised story as told in the Ultimate Spider-Man series. This isn't too much of a bad idea as the standard Marvel universe is becoming worse than pre-Crisis DC. The story begins as Peter Parker (who doubles as Spider-Man) rejects the black symbiote which then merges with his former friend, Eddie Brock, to become Venom. Some months after defeating Venom, Spider-Man runs into his old friend turned enemy. Of course, he also runs into a number of other enemies and allies, including Silver Sable, the Beetle, Rhino and Electro. With story and art by Brian Michael Bendis and Mark Bagley, a lot has gone into this game to make it as close to the comics as possible.

While Spider-Man plays much like he did in the previous game, there are some noticeable revisions. One of the most notable changes is the change in the swing system. I actually don't mind the change and feel that it streamlines the action, but some who fell in love with Spider-Man 2 may take issue. Spidey gets a standard swing and a zip-line swing, both with are useful in making quick travel through the city. As you swing around town, you'll find a number of icons floating about, most of which are races. You have to find/complete a number of these objectives to "unlock" the next portion of the story mode. Even when not performing the objectives to move the story along, you'll get the occasional bit of hero-ing to do. Some times this requires you to rescue someone. Other times, all it requires you to do is beat the crap out of some thugs.

Combat isn't overly complex, but it works. Spidey can throw punches, kicks, jump and shoot webbing. Using a combination of the lot allows you to pummel your way through opponents. Only you beat an enemy into submission, hit him with your webbing to keep him from getting back up. One of the sets of objectives available is Combat Tours, where you beat up groups of thugs throughout a certain location, which tends to be pretty easy as even if they have guns, you can dodge when Spider-Man's Spider Sense goes off.

When the game shifts to Venom, you have to get used to a different manner of playing. The brutal nemesis is far more physical than Spider-Man. You launch into Hulk-like jumps and dish out all manner of brutal slams and poundings on the waves of minions. There's no heroic sandbox efforts with Venom. He's all about pounding the crap out of opponents. As you move around, Venom will need to replenish his energy. To do this grab a nearby human and drain them dry. In large waves of enemies, you can just feed you way through your opponents. And, Venom also has the wonderful skill of picking up cars and throwing them around like projectiles.

Along with the main game are a ton of unlockables. To get most of them, you just have to swing around the city and find the appropriate icons. These unlock cover art, building images, preproduction sketches. You can also unlock additional costumes by finishing a certain number of City Events (you know, where you save people or stop crimes).

When it comes to difficulty, the game tends to be all over the place. At times, the game can be a breeze and then you'll find yourself forced into a sequence that's noticeably harder. Fortunately, the boss fights are both fun and challenging without being overly difficult. The boss fights tend to make up for any imbalance in difficulty the game may have. Expect lots of races and chase sequences which are sure to wear on your last nerve. In fact, I would say that there are just too many chase sequences.

Visually, Ultimate Spider-Man is the best looking Spider-Man game out this generation (well, actually it's the best looking one to date, period). Without having a movie to tie into, Treyarch has managed to go to great lengths to capture the comic-book look and feel. The game world is massive with a certain stylish flair to it that keeps the characters from feeling out of place. All the major players look and move like you would imagine them to. While the PS2 version suffers from low res textures and a bit of jaggies, all version look pretty good. There are a few glitches here and there as the game streams textures in as your traveling through the city. And, did I say how massive the city is? Yeah. HUGE. The only real drawback I found was the pretty uninspired character models for the standard citizens and thugs. Outside of that, I couldn't be more pleased with the way the game looks.

Audiowise, Ultimate Spider-Man works pretty well. The soundtrack is filled with techno/rock and kicks in from time to time (though I would say that it doesn't kick in enough). Sound effects and surrounding audio bits work to solidify the buzzing game world. The voice acting at times is dead and on and feels right. But, there are times where Spider-Man sounds a little too young, like he's actually two days away from puberty. Apart from that, I would say the voice cast does well to deliver the lines in the context of the story.

While the core of the game and story works well and is a blast for the fans, the biggest flaw that the game has is the game's short length. Even with some of the more difficult portions, the game takes roughly between five and tens hours to beat. Fortunately, that time spent is well invested and the fact that there's so much to unlock will live Spider-Man fans swinging around after the game is finished.

If you've enjoyed the previous games in the series and have been waiting for far too long for a comic book version of Spider-Man, go out and get this game. It may be short, but it feels like a slice of the comics come to life. The boss fights are enjoyable and the tons of unlockables in the open game world will give you some great entertainment. Heck, you should just play this game for the comic-book styled cutscenes alone. Good thing there's a good game in here as well.

- - Vane