Description taken from PC version of this game

After producing two successful movie-based games featuring the arachnologically augmented teen hero, the inventive Activision developer Treyarch spins a more comics-influenced yarn with Ultimate Spider-Man. While the 3D third-person action again takes place in large, freely-roamed urban environments, as in Spider-Man 2, this game has players taking control of two Marvel super-beings -- Spidey himself, and his costume-cum-criminal rival, Venom.

As Spider-Man, players can patrol the rooftops of large Queens, NY, neighborhoods, using spider sense to find people in need and super agility to get to them in time. In control of Venom, players will be drawn by the symbiotic alien's twisted emotions to lay waste to everything in its path. Each character has his own style of fighting, and his own reason for doing so; by playing as each in turn, players gradually come to see both sides of the story.

As they explore the city streets, Spidey and Venom will each face their share of other heroes and villains from the expansive Marvel pantheon. Unlike recent Spider-Man games from Activision, Ultimate Spider-Man features stylized, cel-shaded graphics designed to emulate the look and feel of artwork in contemporary Spider-Man comic books. ~ T.J. Deci, All Game Guide