Spider-Man travels by web-swinging, and attacks using acrobatic attacks. You start in story mode where the game automatically switches between S-Man and Venom. In Ultimate Spider-Man the player can experience a free-roaming city environment that covers Manhattan and Queens.

The game starts with a recap of what happened in the Venom storyline and Peter Parker’s first fight with Venom before he disappeared, which had Peter and Venom fight from the high school football field on a rainy night and then the battle spans over to the middle of a street where Venom is believed to be killed by a downed, live power line in Peter’s point of view.