Ultimate Spider-Man is a graphical gem. The "comic book inking" might look like your average cel-shaded action title, but there are subtle differences in this style and what you would expect from other games. Quite frankly, this difference is hard to put your finger on. I think what makes the look feel more like a comic book than a cartoon is the fact that the blacks used to outline and shadow the characters seem to react to the light in very slight ways, almost like ink on a page.

Other effects that lend a comic style to this game include the lack of detail pop in. As you swing through the city, the buildings off in the distance will have very little detail and will seem more like generic blocks. As you move towards them, the detail is filled in very gradually, making it seem like an artist put more time into the surroundings that are closest to you. This was a small, but very nice detail that helped the overall feel of the game.

And, of course, there are the cut scenes. As a character goes flying across the screen, he will actually fly out of, and across, multiple panels. Or as the camera focuses on one pane, the action in the others will be frozen until that panel's action has stopped and whatever is going on in the next scene starts up. All of these various effects go along way towards putting you into the comic book mindset.

Ultimate Spider-Man isn't lacking in the sound department. The music is very energetic and helps to pull you into the game, while the various sound effects, from Venom's pounding to Spidey's web shooters really fit the bill. Though I must admit that the voice they got for Spider-Man just doesn't seem right to me. Maybe I just always heard Tobey Maguire's voice in my head when I read the Ultimate Spider-Man comics -- but he just seemed to much like a whiny kid to my ears.

For those of you who aren't up on what the "Ultimate" Marvel Universe is all about, here is a quick rundown. A little while back, Marvel decided to hit reset on their universe and create this separate one. Now all of the heroes we know and love have been modernized and updated (for better or worse). Because of these changes, there are a lot of differences between the standard origin stories/enemies/world as we know it and the Ultimate universe.

Ultimate Spider-Man takes place after the most recent story-arc that introduced Venom. In this world, Eddie Brock (Venom's alter ego) isn't the beefy jock that we have come to expect. Instead Brock is just as skinny and wimpy as Peter. In fact, the Venom suit was actually a joint project that was worked on by both Peter and Eddie's fathers. It was meant to be a cure for cancer. Somehow the two teens get a hold of the project and Spidey goes black suit for a few issues. Then Peter and the suit have a parting of ways and now Eddie takes control. That's where the game starts off.

Throughout the game, you switch between playing as your friendly neighborhood Spider-Man and Venom. As the wall crawler, you will race against other Marvel characters like the Fantastic 4's Human Torch, go up against classic (well, Ultimate updated versions of) Marvel enemies like Rhino, and save civilians from various burglars and random crimes. As Venom, you will run around the city feeding on people and raising havoc. While about, you will run across (and typically fight) characters like X-Men's Wolverine or Electro.

In general, this game plays much like Spider-Man 2. You run/swing around the city (though in this game you are two different characters) breaking up fights, running races and encountering story-progressing missions. In fact, since the creators of Spidey 2 are the same as this game, Treyarch, it is probably the same engine with a graphical overhaul and other various improvements.

Ultimate Spider-Man has difficult parts, but overall allows you to progress fairly steadily. Typically, the areas that will keep you stuck are boss battles where you haven't quite figured out what you need to do to beat enemy. I found that more times than not, when I found myself repeating an area over and over again, it was because I was missing some small clue that the character was trying to tell me so I could win the battle.

Like I said above, all-in-all, Spider-Man isn't hard but since you are frequently switching between two fairly different characters, you never get bored and the game lasts a long time.

Ultimate Spider-Man has two control schemes. One for the masked hero and one for his arch rival. Though there are aspects of these characters' controls that are similar, there are enough differences to keep you on your toes when you first switch personas. Spidey jumps with the X button, Circle lets you grab the walls and climb across them. The Square button lets Spider-Man punch while the Triangle kicks. Other combos like pressing the L2 and R2 buttons at the same time let you web-zip across lower buildings, while holding down on just the R2 button shoots out a web for swinging (and releasing lets go of the web) or fighting.

Venom has some slightly different tricks up his form-fitting sleeve. While Circle, X, and Square all do basically the same moves as Spidey, holding down L2 sucks up another character and allows Venom to "feed". This is how Venom regains his health. The R2 button lets Venom jump really high and far in a very Hulk-like manner. Because most of the controls between these two characters are similar, it is fairly easy to switch between them. But there are a few instances, like trying to feed the Venom suit, where you might have to stop and think for a split second before you hit the right buttons.

Unless you are a Marvel elitist who feels the Ultimate series is blasphemy (*cough* Geck0 *cough*), then this game is a must buy. It is fun, addictive and varies enough to keep you busy for hours.