This game is way different from Activision's previous Spiderman games, specifically Spider-Man 2. Although much of the game play and the presentation are common to both games, this game has plenty of new features that make it quite distinct and quite good.

The last game, that I can remember, where you could play as either the hero or the villian was Jurassic Park for the Sega Genesis. In JP you played with a Velociraptor or Dr. Alan Grant. Basically the same levels, the same goal (don't die) but seperate story lines. That was a neat idea but not amazing. In Ultimate Spider-Man you can play as either the good guy, Spidey, or the bad guy, Venom, and best of all the stories are totally intertwined; you play Spidey for a bit then Venom for a bit and so forth in that fashion. It's great.

Some of the game graphics are amazingly fantastic but, unfortunately only some of the graphics. For the most part the game looks relatively lackluster as a result of the comic-book type feel that they have animated overtop of everything. Its not necessarily a bad thing, as the game certainly looks like a comic book, but sometimes you wonder if the game would be better off without it.

The music and sounds for the game are definately lacking. You spend a lot of time battling thugs and their taunts and comments get old in a terrible hurry and that is just the beginning. Fortunately no one is playing this game for the sound effects, although a great many are going to miss Bruce Campbell's constant taunting.

The gameplay is good but has room for improvement. Spider-Man is rated 'T' for Teen but unfortuntaly the game guides you along so strictly that I think most people, teens and older, will be frustrated by the rigidity of the game.

We realize that most of this structure is to help you learn the fundamentals of the game and to keep you on the storyline but sometimes it seems like what you are being asked to do is something that you haven't been adequately prepared for. As a result you get to fail four of five times until you either learn it and figure out a trick to get past it. It is entirely possible that we are such amazing players that we were able to get further ahead in the game than we should have been given our level of skill, but the liklihood of that seems slim. As a result of all of this the game does not flow well. You progress for 30 minutes then spend an hour trying to do one little thing then progress for 30 minutes then spend an hour trying to do one little thing. Lather, rinse, repeat.

Regardless of all this, the game is excellent, especially as Venom. Maybe we've got a black heart beating our chests but there was just something joyful about using Venom to wreck up the place. Now if we could just get a good Carnage game. Muhahahahahaha.