Given that Activision's Spider-Man 2 ranks among the small handful of movie-to-game adaptations that have any business jamming up the console, the company faces a serious obstacle in reviving the webbed wonder for another go-around. But the decision to hire comic-book creators Mark Bagley and Brian Michael Bendis to illustrate and write Ultimate Spider-Man makes all the difference, even though the web-slinging action hasn't changed enough from the old template to justify a rehash. Here's a rare case where the cutscenes are nearly as compelling as the gameplay—they're illustrated in splashy 3D panels with art like a graphic novel sprung from the page, complemented by Bendis' affably self-deprecating and referential dialogue. Though the game doesn't take long to complete—the requisite "city goals" are mostly quick punch-and-rescue jobs, and the big bosses' attacking patterns are easy to dodge—it's incredibly vibrant and dynamic while it lasts, overstuffed with cool villains and crossover characters from other Marvel titles like X-Men and Fantastic Four.

You play alternately as Spidey and his nemesis Venom; their controls are similar, but they have opposing agendas. Spidey works to save innocent people, while Venom prefers to restore his health by sucking them into his giant maw. (Guess which one is more fun to play?) The missions take place within the sprawling boroughs of Manhattan and Queens, which are rendered as a wide-open, freely navigable, GTA-esque universe, littered with tokens to collect for unlockables like concept art and comics covers. But boredom quickly sets in if you don't stick to the primary missions, which end in epic confrontations with the likes of Rhino, Green Goblin, and other favorites.

Beyond the game: Bagley and Bendis' contributions may be the only thing separating Ultimate Spider-Man from other run-of-the-mill superhero titles, but the value of those contributions can't be overstated. The graphics are somewhere between comics and conventional animation, in that they frame the action in panels, but have a freedom of movement that make every "POW!" and "WHAP!" count.


Worth playing for: Other than those moments when you're not playing and Bagley/Bendis are working their magic, the boss fights are the only time when the intensity really spikes. Venom's battle against X-Men's wimpy Wolverine makes for an irresistible Saturday-morning-style cartoon crossover.

Frustration sets in when: The boredom of scouring the city sprawl for dozens of tokens doesn't really pay off in the ho-hum unlockables, which can be retrieved much easier via cheat codes anyway. Duller still are the optional "races" that have you swinging and climbing furiously—sometimes against Fantastic Four's Human Torch—only to get permanently detoured by loose controls.


Final judgment: If ever a game were as much fun to watch as to play, it's Ultimate Spider-Man, and that's no slight.