Ultimate Spider-Man is a game released in 2005.
It starts with Peter Parker explaining the Radio-Active Spider bite and then explains that a few months ago, he reunited with his childhood friend, Eddie Brock, where he learned about the Venom suit created by Richard Parker and Eddie's father. When he read his father's diary, he broke into Trask Industries and stole the suit, putting it on himself. However, the suit soon bonded itself to him and controlled him, though he was able to take it off and return it. However, Eddie found out what he had done and his identity as Spider-Man and put on the suit himself.
Soon after, Peter fights Venom at a football field and gets him off to the city, where they are cornered by police. During the fight, Venom steps on a power line and is presumably killed. Three months later, Peter has resumed his normal life and has forgotten about Venom. After retrieving his web shooters from his house, he retrieves his costume from Mary Jane and uses it to defeat Shocker, then later a gang attacking a young woman. After returning home, he races and beats the Human Torch.
Later, Adrian Toomes contacts Bolivar Trask and informs him that he saw the suit. At the same time, Eddie, somehow still alive, turns into Venom and absorbs the life of a young woman. Venom then makes his way across the city and beats Wolverine in a diner, then makes his way to the next building.
Meanwhile, Peter hears a report that the R.H.I.N.O. robot he previously defeated is rampaging in Manhattan. He goes out to stop him and saves several people and stops some crooks before battling the R.H.I.N.O. itself. After making a hole in its back with a wrecking ball, Spider-Man defeats the R.H.I.N.O. and notices the Trask Industries sign on its foot before Alex O'Hirn climbs out of the R.H.I.N.O.. Soon after, Spider-Man suffers from a headache, not noticing Eddie below him.
Eddie stumbles along, being watched by Silver Sable and her Wild Pack when Venom takes over and is attacked by Sable, who he escapes. Later, during a field trip to the Metropolitan Museum of Art, the strange headache from Eddie kicks in on Peter and he finds himself fighting Venom on the top of the museum. After defeating him, Spider-Man knocks Venom off the roof and is knocked aside by his newly grown tentacle tail and hurt until Silver Sable and her Wild Pack attack Venom. They defeat and capture Eddie and take him away.
Peter explains about the suit to Mary Jane and studies a piece of his blood, revealing microscopic particles of the Venom suit. Trask wakes Eddie in the spot Venom was born and reveals that if he stays like this, he will be killed. Eddie agrees to help test the suit and they send him after Electro to do so. They arrive at the Daily Bugle and Peter rushes out and Electro defeats him. After Venom beats Electro, he absorbs electricity and becomes hyper-electrified, living lightning, which Venom also defeats and leaves him. Venom almost kills Spider-Man, but is stopped by S.H.I.E.L.D.. Venom escapes and Nick Fury wakes Spider-Man.
Later, 200 miles off the coast of the united states, the mercenary Beetle breaks into a S.H.I.E.L.D. base and breaks the Green Goblin out of prison and he heads to New York. Spider-Man sees Beetle and follows him, saving people and making his way across New York before Beetle breaks into an office and takes a sample of the Sandman. Spider-Man then defeats Beetle on top of a construction site, but he escapes and the people says he headed to Latverian Embassy.
Meanwhile, Brock explains to Toomes that he can control the suit better when near to Spider-Man. Trask realizes that Spider-Man is Richard Parker's son and getting close to him is giving Brock more control of the suit. Eddie later tells Silver Sable who Spider-Man is when he transforms into Venom and escapes. Venom then defeats her on the ground and escapes her men, sinking her ship.
With help from Mary Jane, Peter learns about Beetle and heads outside, but Nick Fury tells him not to go to Latverian Embassy. However, he later tells Sharon Carter that he knows Peter will go the Latverian Embassy anyway. Spider-Man does and encounters Green Goblin, chasing him to the U.N. buildings where he defeats Goblin and he is taken into custody by Sharon and other agents.
Meanwhile, Venom encounters Beetle who requires a sample from the suit and they engage in battle. Venom defeats Beetle, but he gets his sample. The next day, Sable captures Peter by putting tranquilizer in his system and they fight on a bridge with Sable trying to get Peter in her car. After he defeats her, she helps him save people when Venom arrives and takes her away. Peter retrieves his costume and web shooters, then takes down Venom before he faints from the tranquilizer. Silver Sable then wakes up and takes them both to Trask.
Eddie wakes up in Trask Industries from Peter's screaming as Adrian Toomes explains that the suit bonded itself to him and that the microscopic suit particles that grew in him want to join with the suit Brock wears, then injects Peter with the Venom sample, turning him into Carnage. Carnage then knocks Toomes out and makes his way into the next room, where Eddie realizes he is Peter and turns into Venom. Venom then defeats Carnage and eats him, causing the sample and the pieces of the suit in Peter to be merged with the suit, spitting Peter out and giving him absolute total control of the suit, then goes to Trask's offices.
Peter breaks in and orders Trask to tell him about his father, so Trask gives him a file containing everything he could ever want to know about his parents just before Venom arrives. Trask escapes to a helicopter and Sable tells Spider-Man he doesn't know how to fly it. Spider-Man then stops Eddie from killing Trask and defeats him before S.H.I.E.L.D. arrives, but Venom escapes before they show up. Peter reads the file Trask gave him and learns that the plane crash was due to Edward Brock, Sr. trying on the Venom suit on board, and that there were three survivors at the crash, one of the witnesses being Peter's mother who died in the ambulance.
Peter tells Fury that Eddie has to see the file and Fury remarks that they will find him. Meanwhile, miles off shore in a golf course prison, Eddie finds Trask arrested by S.H.I.E.L.D. and kills him for all the things he made him do. Mary Jane talks to Peter and he states he is unaware if he is scared for or of Eddie, as the suit fully envelops him and he jumps off a building. However, Mary Jane reminds him that Eddie isn't there and she is, and Peter puts his arm around her.
- Venom (1st time) (as Peter Parker Hoodie Variation)
- Shocker (as Spider-Man)
- Human Torch (race)
- Wolverine (as Venom)
- R.H.I.N.O. (as Spider-Man)
- Venom (2nd time) (as Spider-Man)
- Electro (as Venom)
- Beetle (3rd time) (as Spider-Man)
- Silver Sable (1st time) (as Venom)
- Green Goblin (as Spider-Man)
- Beetle (2nd time) (as Venom)
- Silver Sable (2nd time) (as Peter Parker)
- Venom (3rd time) (as Spider-Man)
- Carnage (Peter Parker) (as Venom)
- Venom (4th time) (as Spider-Man)