- Amazing Spider-Man (Appears on DS version as well)
- Spider-Man Noir (Appears on DS version as well)
- Spider-Man 2099 (Appears on DS version as well)
- Ultimate Spider-Man (Appears only in Console version)
- Amazing Kraven
- Amazing Sandman
- Amazing Juggernaut
- Amazing Mysterio (Final Boss for all dimensions and also appears on DS version as well)
- Amazing Electro (DS Version only)
- Amazing Tinkerer (DS Version only)
- Hammerhead Noir (First Appearance)
- Goblin Noir (Revealed to be alive. Also, In his Ultimate Green Goblin alike appearance)
- Vulture Noir (Revealed to be alive)
- Boomerang Noir (DS version only)
- Calypso Noir (DS version only)
- Hobgoblin 2099 (First Appearance and color swap of Green Goblin 2099)
- Scorpion 2099 (In his Timestorm persona)
- Doctor Octopus 2099 (First Appearance)
- Vulture 2099 (Last Appearance, DS version only)
- Silvermane 2099 (DS version only)
- Ultimate Deadpool
- Ultimate Electro (In his Blue Full Power Form)
- Ultimate Carnage
- Amazing Wild Pack
- Amazing NYPD
- Ultimate Deadpool Fanboys (Only Appearance)
- Amazing Scarlet Spider (As One Of Amazing's Alternate Costumes)
- The Black Cat Noir (Mentioned)  
- The Enforcers Noir (Mentioned) 
- Uncle Ben Noir (Mentioned) 
- Alchemax 2099 (Also appears on DS version as well)
- Public Eye 2099 (Also appears on DS version as well)
- Flipside 2099 (As One Of 2099's Alternate Costumes)
- Wolverine 2099 (On a poster only)
- Hulk 2099 (On a poster only)
- Black Cat 2099 (On a poster only)
- Ultimate Wolverine (Mentioned) 
- Ultimate Kitty Pryde (Mentioned) 
- Ultimate Mary Jane Watson (Mentioned)(Referenced)
- Ultimate Spider-Woman (Mentioned) (Referenced)
- Ultimate Hulk (Mentioned) 
- Ultimate Dr. Doom (Mentioned) (Referenced)
- Spider-Ham (Cameo)
- Mangaverse Spider-Man (As One Of Ultimate's Alternate Costumes)
- Ultimate Fantastic Four (Mentioned)
- Spider-Man 1602 (As One Of Noir's Alternate Costumes)
- Oscorp 2099 (Mentioned)
- Ultimate A.I.M. (Picture Only)
- Stark-Fujikawa 2099 (Mentioned)
- Spider-Jameson, the Super Astronaut (John Jameson) (In an illusion or vision)
- Spider-Girl (May Parker) (In an illusion or vision)
- Spider-Bitch (Ashley Barton) (In an illusion or vision)
- Amazing Dimension
- Noir Dimension
- New York
- 2099 Dimension
- New York/Nueva York
- Ultimate Dimension
- The Tablet of Order and Chaos (Only Appearance)
- Amazing Spider-Man's Web-Shooters
- Ultimate Spider-Slayers MK II (Only Appearance)
One night, in the Mainstream Universe, Mysterio breaks into Empire State University to steal the Tablet of Order and Chaos, the most powerful artifact. The Amazing Spider-Man then engages the Master of Illusion, breaking the tablet in the process. Mysterio escapes with a fragment of the tablet, leaving Spidey behind. Madame Web suddenly appears, and explains that the fragments of the tablet spread across their own dimension alongside three others:
"A past unlike our own" (Marvel Noir)
"A present out of sync" (Ultimate Marvel)
Madame Web explains that she has contacted the Spider-Men of the other three dimensions and explained their peril, and that they will do their best to retrieve the fragments. With that, Amazing Spidey swings away in search of the tablet fragments. Stories by Universe:
Amazing: Spider-Man finds the first tablet piece in his dimension by climbing up a wall with his wall-scaling ability and using his webs to pull away a chunk of debris it is buried under.
Ultimate: Ultimate Spider-Man, having tracked down one (or several) tablet piece(s), ends up with the Symbiote suit again. He initially wants it off, but Webb reassures him that the suit will have powers required for snatching the tablet pieces, and that she will control its bond to him. Ultimate Spidey then sets off.
Noir: Spider-Man Noir finds the first piece in his universe guarded by a group of thugs at the train station. Using stealth, he learns to hide in the shadows and take his enemies by surprise without getting spotted by another enemies in order to get the fragment.
After all four Spider-Men find the first fragment of the tablet in each of their worlds, they go on to find any villains in possession of the remaining pieces of the tablet. Meanwhile, Mysterio takes hold of a fragment and gains new powers.
- ACT ONE:
Amazing: Spider-Man finds the next piece of the tablet, but ends up being chased by Kraven the Hunter. After defeating him the first time, Kraven uses the tablet piece to gain super speed. The Amazing Spider-Man manages to defeat him and retrieve the fragment.
Noir: Spider-Man Noir finds out that Hammerhead Noir is in possession of the next tablet fragment. After chasing Hammerhead Noir and taking down his henchmen, Hammerhead Noir uses the tablet to fuse weapons to his arms. Spider-Man Noir defeats him by getting him to shoot at engines to create a shroud of smoke through which he can sneak up on him and attack. He retrieves the fragment.
2099: Spider-Man 2099 chases the new goblin called Hobgoblin 2099, a mysterious mercenary. After several battles against Hobgoblin 2099, he reveals that he has "psi-powers", which he enhances with the fragment. Spider-Man defeats him and gets the fragment.
Ultimate: Ultimate Spider-Man finds Ultimate Electro (WARNING: without pants), who continually uses the fragment to become stronger until he becomes so powerful, Spider-Man can only defeat him by getting him to attack a dam, shorting him out.
Mysterio gets back to the museum to find a missing tablet to make powerful. Later he sensed there all four different Spider-Men had the missing tablet.
- ACT TWO:
Amazing: Spider-Man discovers that the Sandman has found the next piece and that it has given him the power to control any sand just by looking at it. Sandman eventually becomes unstable and is defeated by Spider-Man.
Noir: Spider-Man Noir learns that the next tablet fragment is in the possession of Vulture Noir. He sees this as an opportunity to have revenge against the man who killed (and ate) his Uncle Ben. Vulture Noir does many things to try to get Spider-Man Noir out of his hair (or bald head), including leaving him in a burning building and getting him hit by a train. In the final battle, Vulture Noir gains teleportation powers, but is defeated.
2099: Spider-Man 2099 finds the next fragment in the hands of the Scorpion 2099, who was originally his half-brother Kron Stone. The tablet enables Scorpion 2099 to spawn minions. Spider-Man defeats Scorpion 2099 and gets the fragment back, but feels sorry for his half-brother as the fragment was used by the Scorpion as part of an attempt to return to normal. During the fight, he heard Scorpion mention a "pretty lady with metal arms".
Ultimate: Ultimate Spider-Man confronts Ultimate Deadpool on his live show Pain Factor. After forcing Ultimate Spider-Man to survive dangerous obstacles, he utilizes the tablet to create two clones of himself after giving him a fake tablet and before the final fight. Ultimate Spider-Man retrieves the fragment, but then wonders how he's going to get home.
Mysterio abducts Madame Web and threatens to kill her unless the Spider-Men give him the remaining pieces of the tablet.
- ACT THREE:
Amazing: After Kraven and Sandman are defeated, the final fragment in the Mainstream universe ends up in the possession of Juggernaut. All the while, Juggernaut doesn't even know he has the fragment, and Spider-Man chases after him while attempting to prevent Silver Sable from blasting Juggernaut before he gets the tablet. When Juggernaut finds out that the tablet's on his shoes in the final battle, he becomes stronger, but is easily defeated because the fragment tangles with the mystic ruby that originally gave him his powers, making him vulnerable.
Noir: When Hammerhead Noir and Vulture Noir are defeated, Goblin Noir uses the fragment in his possession to become a large, hulking monster reminiscent of his Ultimate counterpart. After a long battle, Spider-Man Noir defeats him and retrieves the final fragment in his dimension.
2099: After Spider-Man 2099 defeated Hobgoblin 2099 and Scorpion 2099 , the final fragment in 2099 is in the clutches of Doctor Octopus 2099. Spider-Man 2099 defeats her after she uses the fragment to power her machines.
Ultimate: Since Ultimate Electro and Ultimate Deadpool were defeated, the last fragment of the tablet in the Ultimate universe ends up being used by Carnage when S.H.I.E.L.D. foolishly put the fragment and Ultimate Carnage. Ultimate Carnage goes on a rampage, killing S.H.I.E.L.D. Agents and turning them into corrupted zombies, and some of them are slowly turn into mini-Carnage spawns. Spider-Man defeats Carnage with the help of the remaining agents with their reprogrammed Spider-Slayers as the Ultimate Spidey's allies, and retrieves the final fragment.
Spider-Man needs to find the other way before Mysterio gets it without killing Madame Web. It is revealed that the fragment can assemble itself, leaving the four realities ripped under Mysterio's control as a god. It is up to the four Spider-Men (Amazing, Ultimate, Noir and 2099) to save all reality.
- THE FINAL BATTLE:
After the Tablet of Order and Chaos is reassembled, Mysterio uses it to become a powerful god-like being. He then plans to destroy the multiverse and remake it in his own image. One by one, each Spider-Man defeats Mysterio and they retrieve the Tablet. After every other Spider-Man returns to their own respective universe, the multiverse is repaired and the mainstream Spider-Man sends Mysterio to jail.
The credits show every Spider-Man villain in the game in humorous situations. Kraven has a bandaged head and fails to catch a rabbit. The Sandman is imprisoned in an hourglass. Juggernaut has been tranquilized by Silver Sable and has a picture taken, much like hunters after capturing their prey. Hammerhead Noir is having his guns tied to his arms by his henchmen. The Vulture Noir is shown in a cage with makeup and people laughing at him. The Goblin Noir is initially stuck in his fragment form and shown wearing a sailor hat and giving balloons to children, one of which points and laughs at him at the re-opened carnival. Hobgoblin 2099 forms a team of Multi-Coloured Goblins, Scorpion 2099 is in prison cutting colored paper into different shapes with the other prisoners and Doctor Octopus 2099 is shown acting like a mother to her now childlike robot duplicates of Hobgoblin and Scorpion. Before the Ultimate Electro and Deadpool were taken to the S.H.I.E.L.D. custody, Ultimate Electro is initially stuck in his Full Power Form and shown hiding behind a bush (referencing Ultimate Spider-Man's jabs about him not wearing pants [or underpants or any under clothing]) and Ultimate Deadpool is revealed to be stranded on a deserted island, which is far away, meaning it will be a long time before he is found by S.H.I.E.L.D. Carnage is shown having a photo taken with his minions, the corrupted S.H.I.E.L.D. agents and the Spider-Slayer 1.0 robots, one of them giving him bunny ears. Mysterio is shown feeding goldfish, an allusion to how his helmet resembles a fishbowl. After the credits, Spider-Ham visits Madame Web, unaware that the multiverse has already been saved.
All four Spider-Men play differently. Amazing Spider-Man can use his webbing to beat up his opponents. Spider-Man Noir defeats his enemies by hiding in the shadows and sneaking up on his enemies with stealth, all the while avoiding being seen. Spider-Man 2099 possesses accelerated vision, which enables him to slow down time around him and avoid fast-moving attacks and obstacles. Ultimate Spider-Man uses the symbiote to attack his enemies with tendrils. He also has a rage meter which, once activated, causes him to just go crazy and beat up every criminal that comes in his path. The only powers all four Spider-Men appear to possess are Spider-Sense, wall-crawling, and using their webbing to swing around and to zip to platforms.
DS VERSION: While still featuring some of the main plot elements of the console version(and much of the dialogue similar to that in the console version), the DS version is drastically different. The most obvious difference from the console version is that Ultimate Spider-Man is omitted, and thus no characters from the Ultimate universe play a part in the story.
- ACT ONE:
Amazing- Spider-Man chases Mysterio and fights him. When Mysterio nears defeat, he lifts up the Tablet of Order and Chaos to shield himself from Spider-Man's attacks. Spider-Man tries to use his webbing to pull the Tablet away, but accidentally breaks it, opening interdimensional rifts between the Mainstream, Noir, and 2099 universes. He is told by Madame Web to give the fragment left behind to Spider-Man Noir. Noir- Spider-Man Noir stops a museum heist and defeats his world's version of Boomerang Noir to receive the fragment. He passes it on to Spider-Man 2099. 2099- Spider-Man retrieves the first Tablet fragment in his world from the Vulture and then escapes Alchemax agents in order to pass the fragment on to the Amazing Spider-Man.
- ACT TWO:
Amazing- Spider-Man finds the first tablet fragment of his world used by the Tinkerer to power a robot-making machine. After destroying Tinkerer's machine, Spider-Man retrieves the fragment and passes it on to Spider-Man Noir, but not before the Tinkerer gloats that he has sold an army of his robots to Electro. Noir- Spider-Man Noir finds the last tablet in his world in the hands of Calypso Noir, who uses the fragment to raise an army of zombies, and also plans to use it to resurrect this world's version of Kraven Noir, who was killed when infected by the same spiders that gave Peter Parker his powers. Spider-Man defeats Calypso and gives the fragment to Spider-Man 2099. 2099- The last fragment that ended up in the 2099 universe is revealed to be in the possession of Silvermane 2099, who is actually the original Silvermane from the Amazing universe, having survived into the near end of the 21st century due to being a cyborg. He plans to use the fragment to gain true immortality, but Spider-Man defeats him and gives the fragment to Amazing Spider-Man.
- ACT THREE:
Amazing- Spider-Man finds the last tablet fragment in the hands of Electro. Spider-Man defeats him and reassembles the Tablet, but Mysterio uses it to become all-powerful. Fortunately, Spider-Man manages to defeat Mysterio and save all of every existing reality.
The DS version of the game features 2.5-D gameplay reminiscent of the Metroid video game series. Also, every Spider-Man has different capabilities. Amazing Spider-Man can crawl up walls and use his webbing to swing. Spider-Man Noir cannot wall-crawl, but can use his Spider-Sense to detect hidden objects. Spider-Man 2099 can't use webbing to swing, but can glide. Throughout the game, there are interdimensional anomalies that once entered enable the three Spider-Men to obtain a power their counterparts have that they don't possess.
Note: All the actors that voice the Spider-Men have voiced Spider-Man for television before. The names of the TV shows (and the continuity they exist in, if known) are provided along with the actors.
- Neil Patrick Harris - Spider-Man
- Christopher Daniel Barnes - Spider-Man Noir
- Dan Gilvezan - Spider-Man 2099
- Josh Keaton - Ultimate Spider-Man, Spider-Man (DS version)
- Susan Blakeslee - Madame Web
- David Kaye - Mysterio
- Jim Cummings - Kraven, Goblin Noir
- John DiMaggio - Hammerhead Noir
- Steven Blum - Hobgoblin 2099, Vulture Noir, Silvermane 2099
- Dimitri Diatchenko - Sandman
- Thomas F. Wilson - Ultimate Electro, Electro
- John Kassir - Scorpion 2099
- Nolan North - Ultimate Deadpool
- Matthew Willig - Juggernaut
- Jennifer Hale - Silver Sable
- Tara Strong - Doctor Octopus 2099
- Fred Tatasciore - Ultimate Carnage
- Stan Lee - Narrator
Additional Voices by Gregg Berger, S. Scott Bullock, Rodger Bumpass, Chris Edgerly, Nick Jameson, Keith Szarabajka, James Arnold Taylor, and Dave Wittenberg
- Downloadable Content:
Pre-order customers obtained DLC for Alternate Costumes for each of the reality's Spider-Men in the form of Cosmic Spider-Man. It is stated in the game's hints that because the power cosmic is spread over 4 dimensions the powers are greatly weakened. Fans of the game are hoping for alternate side Acts in the form of DLC for the Although Activision and Beenox have yet to announce anything official. Online polls have named Tombstone and the Kingpin for an appearance in Earth-90214. The Cosmic costumes was released for the Xbox 360 on October 28, 2010, and was released for the PlayStation 3 on November 2, 2010 until December 31, 2010. Later, the Cosmic Costume was made an on-disc exclusive to PC.
- Peter Porker (Earth-8311) is one of the universes shown in Madame Web's speech. Amazing Spider-Man even points him out. Peter Parquagh (Earth-311), John Jameson (Earth-78327), May Parker (Earth-982), and Ashley Barton (Earth-807128) also appear in Madame Web's web during the game.
- The events of the game take place after Ultimate Spider-Man got infected by the Symbiote (and subsequently broke free of it) and after the Clone Saga, but before War of the Symbiote. As stated above, he regrets accepting its additional powers in exchange for becoming one with the suit and becoming evil, and rejects having to wear it again-initially, anyway. In Amazing Spider-Man probably during the Heroic Age arc, being Kraven alive, but also Madame Web is it, due it was in the same story line Grim Hunt where Kraven was reborn and Web died. After The Eyes Without a Face arcs in Spider-Man Noir. And before the Worlds of Tomorrow in Spider-Man 2099.
- Miguel O'Hara (Earth-928) is the only playable Spider-Man that isn't an alternative universe version of Peter Parker (as it's a few decades after Peter Parker was active in his universe).
- Mysterio is the only villain in the console versions that also appears in the DS version (Electro and Vulture are also in the DS version, but you fight their Mainstream and 2099 counterparts respectively, as opposed to Ultimate Electro and Vulture Noir).
- Unlike the other 3 Spider-Men in Cosmic Costume Pack, The Ultimate Spider-Man was seen mixed up with the Uni-Power and the black suit.
- The Earth-928 has some mixture of Earth-96099 due the appearance of Scorpion 2099.
- In the game, the Earth-928's Kron Stone uses his Earth-96099 persona. According to his biography his mutation was caused by getting caught in a gene-splicer with a scorpion during a power surge.
- Interestingly, none of the Spider-Men are seen in their civilian identities in the console version. In the DS version, Spider-Man Noir is seen as Peter Parker, but only by means of a bonus costume.
- When Amazing Spider-Man enters the area that he fights Kraven for the first time, he makes a reference to Mad Max: Beyond Thunderdome, remarking on the similarities between them in one sentence (e.g. "two men enter, one man leaves").
- The voice actor of Ultimate Electro also played Biff Tannen (and other members of the Tannen family) in the Back to the Future Trilogy.
- The way that Noir Vulture teleported after he gained the ability to do so via the tablet fragment is similar to how the mainstream version of Nightcrawler teleports.
- One of the Public Eye shouts out "Game changer, man! Game changer!" during his fight against Scorpion 2099, this is a reference to the movie Aliens.
- Each Spider-Man was voiced by a different voice actor who voiced Spider-Man on TV in the past.
- Fancy Dan (Noir) is listed as killed by not only the Crime-Master (given cement shoes and thrown in the river), but Hammerhead as well (his body being mentioned found in a trash can). It is speculative that the goons of the Goblin Gang are unaware of the true nature of Fancy Dan's death (eaten by spiders).
- In the game Goblin Noir is more like Ultimate Green Goblin, only he's still got his hair and he does not have spikes on his ears.
- Before Ultimate was announced as the last universe, the developers wanted to have Symbiote playstyles in the game, and apparently ending up choses Ultimate universe as a perfect candicate with some other reasons:
- The Spider-Man of Ultimate universe is albeit weaker than the mainstream Spider-Man, but has identical costume design and color, with the developers set his symbiote black suit as default costume while his classic costume as an alternate.
- 'Ultimate' word fits 'power' word for this Spider-Man to use the power of the symbiote
- Each Spider-Men had a set of alternate costumes:
Links and References
- ↑ First and only known appearance to date besides flashbacks
- ↑ "Tip from Felicia Hardy brought me hear. Looks like she was on to something." -Spider-Man Noir
- ↑ [["Whatcha doin' after this?" "Who what's ta know?" "Just sayin'. You know this crazy hillbilly puts down a one-man-show down by the Black Cat." "Black Cat? Izzat far?" "Nah, you just go down by the Creole Club. Maybe two, three, five miles. Somethin' like that." "Well, which is it? Two, three, or five?" "Eh, six." "Stop distractin' me." -Hammerhead's thugs]]
- ↑ [["Montana, you come wit' me. We got business to discuss." "Right, boss." "You and you, watch my back while we're on the move, savvy?" "Right, boss." "Right, boss." "And, Ox." "Yeah, boss?" "Stand there and look stupid. From what I can see, you've had a lotta practice." -Hammerhead, Montana, Ox, and Hammerhead's thugs]]
- ↑ "Call him Adrian Toomes. Call him Vulture. Call him whatever you want. I'll still call him the bastard who killed my uncle. And, not just killed." -Spider-Man Noir
- ↑ Hey, buddy. Let's talk about the time you Wolverine switched brains." -Ultimate Deadpool
- ↑ Hey, buddy. Take a seat. Let's talk about the question on everyone's lips: how HOT is Kitty Pryde? UGH!!! -Ultimate Deadpool
- ↑ Almost as hot as that red-head I see you saving. Do I sense a bit of a love triangle here?" "Oh, my God, I'm getting out of here." -Ultimate Deadpool and Ultimate Spider-Man
- ↑ And is it true that there's a clone of you out there, but inside a GIRL'S body?" "Eh..." "'Cause kinda like CREEPYYYY. And by 'kinda' I mean 'insanely'. [Whispers] I'd still hit it, though. -Ultimate Deadpool and Ultimate Spider-Man
- ↑ (After Rage Mode) "Oi. Now I know what I feels like to be Bruce Banner. Except I'm in control. And, not green." -Ultimate Spider-Man "Hey, what's green and makes noise?" "What?" "The Incredible Honk!" "Ha, ha, ha, ha!!!" -Ultimate Deadpool and his clones
- ↑ "You really have a thing for trucks, huh? A-a-are you sure you wanna be called 'Electro?' How about 'Elec-Truck?' 'Trucktigon?' 'Truck Master?' 'Truckberry Finn?' 'Trucker Doom?' I know! 'Professor Pickup!'
- ↑ "Ladies and gentlemen, the Human Torch!" -Ultimate Deadpool's response to Ultimate Spider-Man being on fire