Ultimate Marvel: Earth-2

Ultimate Marvel: Earth-2 is a comic book series published by Marvel Comics. The series is a reboot to the original Ultimate Comics and a spin-off to The Amazing Avengers.

Premise
Set in the middle of the events of The Amazing Avengers, the series explores more details surrounding the Ultimate Earth-2 and focuses on the battles and adventures of its resident heroes, the Avengers, before their arrival with the Amazing Avengers' dimension.

Issues
While the story's issues follow one single release order, they are also entitled for their respective titular protagonists with stories usually following a nonlinear narrative (similar to the Marvel Cinematic Universe).
 * See also: Ultimate Marvel: Earth-2/Issues

“Ultimate Spider-Man”
"Alright, everybody. Let's do this again one last time. My name is Peter Parker. I was bitten by a radioactive spider... and for this last one year, I've been the one and only Spider-Man. I’m pretty sure you know the rest. I couldn't save my Uncle Ben, who died right after I was bitten by a spider, but I did carry on the one lesson he taught me: that Great Power will always come with Great Responsibility. Since then, I've been fighting criminals and saving the citizens whenever and wherever I'm needed. So far, no one else knows my secrets except the people I love and trust the most. Those including my aunt May, my cousin Felicia, who's been fighting crime as Black Cat, and my beautiful girlfriend Mary Jane Watson. And so on, whether I'm wanted or not by citizens... even this loudmouth from D.B. J. Jonah Jameson... I will fight for what's right. And let nothing and no one stop me."

- Spider-Man introducing himself to the readers Spider-Man's arc is set in the series' present day period, on which Peter Parker has been Spider-Man for one year since he received his powers from a radioactive spider bite and witnessed his uncle Ben getting killed during a crossfire between Frank Castle's mercenaries and Brock Rumlow's Hydra Ops. The arc focuses on Peter's duties and responsibilities as a normal citizen and as Spider-Man, including his search for answers about his family's past and his battles against several super villains including Green Goblin and Doctor Octopus as well as against criminal and violent activities, such as Homophobia and Genocide of non human beings (including Mutants and Inhumans).

“Ultimate Captain America”
"Very well, troopers... let's do this again just one last time. My name is Steve Rogers. I was subjected to a Super Soldier formula for the U.S. Army... and for a lifetime ago, I've been the one and only Captain America. I’m pretty sure you know the rest. I led an army against Hydra in World War II... until that fateful day when I was frozen in the Arctic ocean for decades... and reported killed in action. Then, I woke up in the modern world. Found still alive by the world's new military unit called S.H.I.E.L.D.. Despite how shocked I was with how drastically the world changed while I was sleep, I continued doing what I do. Serving my country, fighting new threats... and also old threats like Hydra. Also, I may not have my old war colleagues, but I have new ones to lead for the greater good of this world. Because that's what heroes do. And together, we'll do everything it takes to keep the innocents safe."

- Captain America introducing himself to the readers The first arc of Captain America's story happens in the period of World War II until the moment he was frozen in the Arctic sea. The second arc, which happens sixteen years before the events of Spider-Man's story, happens one week after waking up at the modern world until he meets and marries Carol Danvers / Captain Marvel.

“Ultimate Tigra”
"Some would call this a horror tale. Because it involves a girl who carries a terrifying secret... involving a ferocious, unstoppable cat creature that strikes fear in the crimminals' hearts. But still aspires to do what heroes do. For me, this isn't a horror tale. It's a family history. My name's Mary Jane Watson. For a long time, I've been searching answers about my past. To know who my father is. For a while, I thought it would be just a regular, but beautiful family reunion. But then, it turned out to be something more. Something beyond my most childish imaginations. Still, whatever that is, it turned out to be a revelation of what I really am. And now, I have the means to do what must be done... and what the man I love the most does."

- Mary Jane Watson narrating in the introduction

Tigra's arc happens one year before Spider-Man's arc does; beginning one month after Peter Parker earned his Spider powers and lost his uncle Ben, and focuses on Mary Jane Watson's search for answers about her past and origins and her father's true identity, which leads up to her encounter with her older half-sister Ava Khan and her full transformation into Tigra.

“Ultimate Captain Marvel”
"Alright, let's do this again just one last time, shall we? My name is Carol Danvers. I've been hit by the explosion of a Kree ship engine and absorbed its energy... and for the last twenty years, I've been the one and only Captain Marvel. I'm pretty sure you know the rest. In the first five years of my new career, I travelled around the galaxy, I stopped the Kree from decimating other alien worlds living in the galaxy, worlds including the Skrulls, Shi'ar and more... I made some interesting friends... and (chuckles) I also adopted this alien kitty cat... and resumed what was left of my old life on Earth. Which started by forming this close... I mean really, really close relationship with Earth's first Avenger himself. We got married... and we had a little girl, who grew to be just like us. I know. It's an unbelievable strange thing to happen. But, what can I say? It's another strange thing that does happen. But, still part of what I am now. And will be for now on."

- Captain Marvel introducing herself to the readers

The first arc of Captain Marvel's story begins 20 years before the events of the main story, and focuses on Carol Danvers' 5-year travel across the galaxy to stop the terrorism of the Kree Empire by any means at the same time she looks after Mar-Vell's children, including Anelle's son Skrull/Kree Hybrid Dorrek VIII and her own daughter Marie. The second arc begins after Danvers returns home to resume her old life and ends with her meeting Steve Rogers and falling in love with him.

“Ultimate Hulk”
"Hi, Betty. I know it's going to be hard for me to explain... but I know you're gonna believe me. So when that gamma experiment went wrong, I was thought to be dead for five years, but I was infected by it. Now everytime I get angry or nervous, I turn into this... a rampaging monster that destroys everything he hates. This monster they call "the Hulk". Ever since then, I've been on the run from the government and the army. Because of some faces who don't want to cure me. Only make a weapon out of me. Worse, even more of me. I'm trying to fix it, I really am. But I need your help. Please. You're the only one I can trust, Betty...."

- Bruce Banner to Betty Lockwood

The first arc of the Hulk's story happens fifteen years before Spider-Man's and focuses on Bruce Banner's attempts to find a cure for his Gamma mutation and his run from the government. The second arc happens 10 years later, on which Banner has married Betty Lockwood and managed to transform into the Hulk without losing his intelligence and native personality.

”Ultimate Ant-Girl”
"Hi, everybody! What'd ya say we do this? My name's Cassie Lang. I'm the daughter of the new Ant-Man Scott Lang. And for this last one month, I've been the one and only Ant-Girl. I got a prototype of the Pym Particle suit as a birthday gift from my dad, and on my first lucky try, I've proven myself as fit as he was of becoming a superheroine like he is. Not bad for a 10-year-old, huh? It's pretty fun, although I do need to carry on the important lessons that my dad and other superheroes learned. Including Spider-Man's lessons about power and responsibility. It's gonna hard, but it's still gonna be fun all the same! Becuase, like daddy said, this is what heroes do."

- Ant-Girl to the readers

TBD...

“Ultimate Black Panther”
"For many years, our family has worshiped the panther goddess Bast. As the story goes on, close to a million years in the past, the man who would be known as the first Black Panther met her and was granted his own kingdom which was filled with a metal known as Vibranium, which could not be found anywhere else on the planet. "You have found me", she said, "and as a reward, I shall grant you your own land, as well as mystical powers beyond your wildest dreams." She allowed the man to consume her Heart-shaped Herb, breaking all of the man's limits and turning him into the first Black Panther and the first ruler of the kingdom that would one day be known as Wakanda. His son took over when he died. Their son took over when they died, and so on. The Cycle... the Royal Cycle was born. And one day... your time will come when mine ends, T'Challa. Your time to become the king and protector of Wakanda... the Black Panther."

- T'Chaka to a young T'Challa

TBD

“Ultimate Universe”
The Universe series consists of stories and team-ups between the main or supporting superheroes in individual tales. Certain secrets and stories, such as Felicia Hardy's principles as Black Cat, are also revealed.

“Ultimate Avengers”
TBD

Main

 * Spider-Man / Peter Parker - A 17-year-old teenager who was bitten by a genetically-modified spider during a field trip to Oscorp. While he focuses on both his career as Spider-Man and his normal life as a high-school student, Peter also aspires to be a social support counselor, as he spends his time interviewing and granting support advice for the shy and insecure as well as LGBT people.
 * Appearance: The same as in the original comics. His first Spider-Man suit resembles the one worn by Tom Holland’s character in the Marvel Cinematic Universe. The second one resembles the one worn in the 2018 video game.
 * Tigra / Mary Jane Watson - Peter’s 16-year-old girlfriend and classmate. She is an half-human, half Titanian Tiger hybrid (daughter of F.E.A.S.T. nurse Mary Watson and Titanian Tiger Soto) with the ability to shape-shift into a humanoid tigress with the abilities of Fire and Ice Breath, Hypnosis and the “strength of ten tigers combined” (provided with Superhuman Strength, wall climbing, Superhuman leaping, and able to run and swim in incredible speeds). She can also use a technic called the "Maharaja's Roar", on which she lets out a powerful roar which can conjure wind and fire and summon the astral projection of a tiger head. This power can be used in both human and Titanian Tiger form. She initially wore no clothes in her Titanian Tiger form until she was given a new two-piece leotard suit which adapts to her powers after earning membership of the Avengers.
 * Appearance: The same as in the original comics. Her Tigra persona is based on Greer Grant’s variant in the comics, but with the costume colored on blue and added with two golden bracelets.
 * Captain America / Steve Rogers - The leader of the Avengers and a World War II veteran, who was enhanced to the peak of human physicality by an experimental serum and frozen in suspended animation before waking up in the modern world. He is a mentor to Spider-Man and his friends, and is married to Carol Danvers, with whom he has a teenage daughter named Liz.
 * Appearance: Based on Chris Evans’ character in the Marvel Cinematic Universe.
 * Captain Marvel / Carol Danvers - An Avenger and U.S. Air Force pilot whose DNA was fused with that of Kree scientist Mar-Vell during an accident, which imbues her with the powers of superhuman strength, energy projection and flight. She is married to Steve Rogers and they have a teenage daughter named Liz.
 * Appearance: Visually a long blonde haired blue eyed woman as in the original comics and wearing a one-piece leotard version of Brie Larson's character in Captain Marvel and Avengers: Endgame, her attachable mask covers most of her head, but leaves her eyes, mouth and hair fully visible.
 * Iron Man / Tony Stark - The second-in-command and benefactor of the Avengers who is a self-described genius, billionaire, playboy, and philanthropist with electromechanical suits of armor of his own making. He is also a mentor to Peter Parker and frequently helps him with his inventions.
 * Appearance: Based on Robert Downey Jr.'s character in the MCU. His most used armor resembles the nanotech suit featured in Avengers: Infinity War.
 * Wasp / Janet Van Dyne - An Avenger and college student who was bitten by a genetically-modified wasp, granting her the abilities of size-shifting, flight (when small), bio-electricity blasts (or "Stings" as she calls them) and size addition. She can also produce organic Wasp wings in her back.
 * Appearance: Visually a Caucasian young woman with auburn hair and green eyes. Her Wasp suit is a barefoot one-piece leotard version of the one she wore in the Ultimate Comics.
 * Thor - An Avenger and the former crown prince of the destroyed world of Asgard, based on the Norse mythological deity of the same name. While he works on battling crime and potential threats on Earth, Thor also spends his time overseeing and looking after Asgard's refugees who are taking shelter on Earth. He had lost his right eye during a battle against Dark Elf Algrim / Kurse.
 * Appearance: Based on Chris Hemsworth's portrayal of the character in Thor: Ragnarok and Avengers: Infinity War. His hammer/axe Mjolnir resembles Stormbreaker in Avengers: Infinity War and Avengers: Endgame.
 * Hulk / Bruce Banner - An Avenger and genius scientist who, because of exposure to Gamma radiation, typically transforms into a monster when enraged or agitated. After working to either find the cure for his mutation or control his savage alter-ego for 10 years, Banner (with help from Betty Lockwood / Scarlet Witch) managed to balance his two sides with Gamma experimentation, enabling him to combine his intelligence with the Hulk's strength and physical stature, based on his Earth-616 counterpart's "Professor Hulk" identity.
 * Appearance: Based on Mark Ruffalo's character in the MCU. In his current state, Banner / Hulk eventually resembles Ruffalo's portrayal in Avengers: Endgame.
 * Ant-Girl / Cassie Lang - A rather enthusiastic 10-year-old girl who received a prototype Pym Particle suit as a birthday gift from her father Scott, the current Ant-Man, and became the newest hero to the world. She had been Ant-Girl for one month after the one-year anniversary (consecutively 13 months) of Peter Parker's career as Spider-Man. She also idolizes the style of her aunt Janet Van Dyne as Wasp and her cousin Gwen Stacy as Ghost Spider.
 * Appearance: Based on Abby Ryder Fortson's character in Ant-Man and the Wasp, but with blonde hair and blue eyes. Her Ant-Girl suit is a one piece leotard suit based on the classic Ant-Man suit seen in The Avengers: Earth's Mightiest Heroes! TV show with a facial mask which leaves only her eyes, mouth and hair visible.
 * Black Panther / T'Challa Udaku - The genius and very intimidating ruler of Wakanda, an African nation known for its massive amount of Vibranium. T'Challa is the youngest ruler of the country so far and is very protective of his people, though they themselves have mixed feelings on T'Challa due to his willingness to let outsiders into the country. He has many enhanced abilities due to his consumption of the Heart-shaped Herb and is armed with his Vibranium armor and weapons.
 * Appearance: A combination of his Marvel Knights suit and his MCU suit, featuring details such as the mask of his movie counterpart and the cape of his Knights counterpart.
 * Wolverine / James "Logan" Howlett - A member of the X-Men and a Canadian mutant born with hyper-acute, animal-like senses, claws on his hands, and an accelerated healing factor which made it possible to implant a coating of the indestructible metal alloy Adamantium on his skeleton.
 * Appearance: Based on Hugh Jackman's character in the X-Men films.

Supporting Characters

 * Starforce / Elizabeth "Liz" Danvers Rogers - The 15-year-old daughter of Steve Rogers / Captain America and Carol Danvers / Captain Marvel. She is also one of Peter Parker's friends in high-school, Mary Jane's best friend and operates as Starforce, a young patriot with the same physical strengths of her parents as well as the abilities to harness Vibranium, liberate Photonic energy and project weapon-based astral constructs. She had first become Starforce at the same day Peter first became Spider-Man as she was also moved by the death of Uncle Ben.
 * Appearance: Visually, she is a blonde-haired blue-eyed teenage girl. Her Starforce suit is a one-piece leotard similar to her mother's Captain Marvel suit, but detailed after her father's Captain America suit. She also has a facial mask (which leaves only her hair, eyes and mouth visible) with golden googles.
 * White Wolf / Scott Barnes - The 16-year-old grandson of Rogers' old college James "Bucky" Barnes, another of Peter Parker's friends and Liz's boyfriend. After being exposed to a Oscorp formula which grants him the same strengths of Spider-Man and the abilities to communicate with, move, and fight like a wolf, Scott (donning a Vibranium nanotech suit with high tech functions, such as optic blasts and camouflage circuits) became the new superhero White Wolf (which was another codename his grandfather adopted during World War II). Scott had been White Wolf one month before Peter first became Spider-Man and Liz first became Starforce.
 * Appearance: A teenage variant of Bucky in the MCU. His White Wolf suit is based on the one worn by Hunter in Avengers: Black Panther's Quest.
 * Black Cat / Felicia Reilly - Aunt May's 16-year-old daughter and Peter Parker's younger cousin who, after being infused with the Heart-shaped Herb of Wakanda and receiving a Black Panther suit of her own from King T'Challa and Princess Shuri, became a cat-based vigilante allied to Spider-Man. She is openly a Lesbian in the series and is dating Mary Jane's half-sister Sally. Along with Black Panther's wild cat based attributes, Felicia's Black Cat costume also has special camouflage/color-shifting features which change her hair color from blonde to white an her eyes from blue to green. As Peter's cousin, she was the first successful attendant to his support council.
 * Appearance: Visually a blonde-haired blue-eyed teenage girl in her civilian looks. Her Black Cat mantle is the same as in the original comics, though some white parts of her costume are made to look like a one-piece leotard.
 * White Tiger / Ava Khan - Mary Jane's 18-year-old older half-sister who is also a human/Titanian Tiger hybrid and a daughter of Soto with Indian woman Disha Khan. Her powers are the same as Tigra's. Unlike Mary Jane, who discovers her powers in her teenage years and whose form is based on that of a Bengal tiger, Ava discovered her own when she was 12 years old and her form is based on that of a white tiger. Also like Mary Jane, Ava wore no clothes in her first transformations until she began wearing a tribal outfit.
 * Appearance: Her human form is the same as Ava Ayala's in the Ultimate Spider-Man TV show. Her White Tiger form is a White Tiger variant of Tigra in the comics. Her tribal outfit is based on the Cheetah's "Minerva's Curse" outfit in Injustice 2.
 * Golden Jaguar / Sally Khan Watson - Felicia's 17-year-old bisexual girlfriend, one of Peter Parker's friends, Ava Khan's younger half-sister and Mary Jane's second older half-sister -daughter of her sisters' mothers- who, due to exposure to an Oscorp experiment with jaguar DNA (which happened at the same day when Peter was bitten by a radioactive spider), becomes a humanoid jaguar with the abilities of increased strength, speed and stamina and to absorb both normal and organic energy at will through physical contact. Like her sisters, she wore no clothes in her Golden Jaguar transformation until she begun wearing a new outfit provided for her by Felicia. She was also an attendant to Peter Parker's support council, on which Sally used to question her sexuality until she earned Peter's supportive advice with Felicia comforting her.
 * Appearance: In her human form, she is a long haired brunette with green eyes. Her Golden Jaguar form consists on being a Werecat with a Pantanal jaguar skin. She also wears a bare foot red one-piece leotard with a golden jaguar logo in her chest place.
 * Marvel Bird / Jean Grey - Logan's wife and a 40-year-old mutant member of the X-Men with Telekinesis and Telepathic abilities.
 * Appearance: An older version of Sophie Turner's character in X-Men: Apocalypse and Dark Phoenix. Her Marvel Bird uniform is a one top leotard version of her Phoenix costume in the comics.
 * Scarlet Witch / Elizabeth "Betty" Lockwood - Banner's fiancee-later-wife who, after exposing herself to a mystical alien ruby which was being experimented on by General Ross' scientists with the illegal OZ formula drug, became a magical-infused metahuman with reality-warping powers, aiding Banner whenever he needs her.
 * Appearance: Her civilian look is based on Liv Tyler's character in The Incredible Hulk (2008). Her Scarlet Witch mantle is the same as Wanda Maximoff's outfit in the Ultimate Comics.
 * A-Bomb / Rick Jones - Janet's boyfriend and college classmate and a Hulk fan who, after partial exposure to Gamma radiation, ended up becoming able to transform into a new version of the Hulk with blue armored skin.
 * Appearance: The same as in the comics.
 * Rescue / Virginia "Pepper" Potts - An Avenger and Stark's equally intellectual wife who wears a weaponized powered exosuit of armor made of Stark's technology.
 * Appearance: Based on Gwyneth Paltrow's character in the Marvel Cinematic Universe. Her Rescue armor is based on the one seen in Avengers: Endgame.
 * Soto - The biological father of Mary Jane Watson and Ava Khan, he is the chief of the Titanian Tigers, a tribe of alien humanoid tigers who were once banished from their home world of Titan by Thanos decades ago.
 * Appearance: His true form consists of being a muscular hulking humanoid tiger with green eyes. He also wears black pants with a silver belt and a pair of golden bracelets. He also has two human forms: one of a Caucasian man with brown hair and blue eyes (as Mary Jane's father), one based on actor Irrfan Khan (as Ava's father).
 * Ronin / Danny Rand - An Avenger and American ninja who was trained by Shang Chi.
 * Appearance: Based on Finn Jones's character in Iron Fist, but with straight short hair. He sports the same outfit worn by Clint Barton in Avengers: Endgame.
 * Fantastic Four - A crew of astronauts and outer space explorers who developed their powers following a freak accident in space. They soon became another team of the World's greatest heroes, with the purpose of protecting the innocents from random threats which come by and working to maintain peace with other worlds and keep their surrogate family together. They are close allies to the Avengers (most closely Spider-Man).
 * Mr. Fantastic / Reed Richards - The leader of the Fantastic Four and a super genius, who has the ability to stretch his body into different forms and lengths. He is one of Peter Parker's mentors.
 * Appearance: Based on Ioan Gruffudd's character in the 2005 Fantastic Four film and its sequel Rise of the Silver Surfer.
 * Invisible Woman / Susan Storm - a member of the Fantastic Four and Richards' wife, who has the ability to create and manipulate light, allowing her to create force-fields and turn herself invisible. She is also a mother figure to Peter Parker and his friends.
 * Appearance: The same as in Avengers Unleashed.
 * Human Torch / Johnny Storm - The youngest member of the Fantastic Four and Susan's 25 year-old younger brother, who has the ability to mentally create and manipulate fire and fly. He is Peter Parker's best friend.
 * Appearance: Based on his appearance in the Ultimate Comics.
 * The Thing / Ben Grimm - A member of the Fantastic Four and Richard's best friend, whose body became stone while granting him superhuman strength and durability which match those of the Hulk. He is the team's "muscle man" and pilot.
 * Appearance: The same as in Avengers Unleashed.
 * Moonstone / Marie Danvers - Carol's 20-year-old daughter with Mar-Vell and Liz's older half-sister. Along with her mother's Kree powers, she also possesses Gravity manipulation and phasing abilities.
 * Appearance: A younger variant of her mother. Her costume is a white and silver variant of Carol's Captain Marvel suit.
 * Hulkling / Theodore "Teddy" Altman / Dorrek VIII - Marie's 21-year-old older half-brother, a Skrull/Kree hybrid with the abilities of shape-shifting and flight and also shares the Hulk's powers. He is the son of Kree exile Mar-Vell and Skrull Princess Anelle and is Wiccan's boyfriend. He is also an attendant to Peter Parker's support council, on which Teddy sought for Peter's advice about accepting himself as a young gay man and a alien hybrid.
 * Appearance: The same as his Earth-616 counterpart.
 * Wiccan / William "Billy" Kaplan - A young sorcerer from parallel dimensions and Hulkling's boyfriend. He is also an attendant to Peter Parker's support council, on which Billy sought for the same purpose Teddy did.
 * Appearance: The same as his Earth-616 counterpart.
 * The Phoenix - A Pyrokinetic, Bird-themed Inhuman superhero entity based on the mythical bird from Greek and Roman legends, tales and stories of the same name. She is evoked by the merging between Inhuman twins Angelica Jones (Firestar) and Jessica Jones (Songbird).
 * Appearance: The Phoenix is a human-sized red and orange anthropomorphic figure with yellow eyes, golden wings and a fiery hair.
 * Firestar / Angelica "Angie" Jones - Jessica's twin sister and a young Inhuman with Flight, Superhuman Strength, Stamina and Durability and Pyrokinetic abilities. She and Jessica are two of Peter Parker's friends, Mary Jane's maternal cousins and the two halves of the Phoenix.
 * Appearance: Angelica is visually a brown haired, blue eyed girl in civilian form. As Firestar, she wears a one piece leotard version of her classic comic book costume with her mask replaced for a red star tattoo around her right eye. Her hair changes from brown to red color and bursts in flames as Firestar.
 * Songbird / Jessica "Jessie" Jones - Angelica's twin sister and a young Inhuman with the abilities of Flight, Superhuman Strength, Stamina and Durability, Sound Manipulation and communication with birds. She also conjures a aura which changes her hair and eye color respectively from brown and green to blue and violet to hide her identity. She and Angelica are two of Peter Parker's friends, Mary Jane's maternal cousins and the two halves of the Phoenix.
 * Appearance: Her civilian form as Jessica Jones is based on Krysten Ritter's character in her same name Netflix live-in Action TV show. Her superhero form as Songbird is a one-piece leotard version of Melissa Gold's costume in the comics.
 * Shadowcat / Kitty Pryde - A student of Xavier's School for Gifted Youngsters, one of Peter Parker's friends and Mary Jane's 15-year-old younger cousin who has raised by her aunt Mary Watson since her parents were needlessly killed by William Stryker. Kitty is a young mutant with the abilities to phase through matter and walk through solid objects (she can also fuse with and hide within the shadows of other living beings and subjects with this power), shape-shift into a humanoid Linx with increased strength and speed and communicate with felines (both domestic and wild cats). Like her cousins in their werecat forms, she initially wore no clothes in her Linx form (as noted by Jean Grey, who at one point acknowledged that Kitty was "naked for one week straight") until she begun wearing a X-Men uniform which adapts to her powers. Later, during an encounter with the Metagirls, Kitty begun seeing herself as a Lesbian like Felicia Hardy (as Kitty noticed Aquaria passionately flirting with her). Despite initially insecure, she found acceptance of her sexuallity thanks to a terapy she had in Peter's support council.
 * Appearance: Her normal look is based on her looks in X-Men: Evolution. Her humanoid linx form is similar to Mary Jane's Tigra form, but detailed after a . Her X-Men uniform is a barefoot two piece black leotard with an X-Men logo in the chest area.
 * Ms. Marvel / Kamala Khan - Ava's 12-year-old younger half-sister who was born from Ava's mother and a tribesman from a village near their beach house. She was 6 years old in the year Ava first became White Tiger. Six years later, Kamala soon learns of her own status as an Inhuman descendant when a Terrigen Mist awakens her Size/Shape-shifting powers, which she uses to take on her superhero idol Captain Marvel's former alias of Ms. Marvel. She is also Gwen Stacy's best friend (with both surprisingly sharing the same birthday date), and has been Ms. Marvel one month before Gwen became Ghost Spider.
 * Appearance: Visually the same as in the comics. Her Ms. Marvel costume is a one piece leotard version of the one seen in Iago PUC's Avengers Animated Trilogy and Avengers Unleashed, added with a red waistband.
 * Ghost Spider / Gwen Stacy - The 12-year-old daughter of the deceased Commissioner Stacy and Cassie Lang's maternal older cousin, who has a good relationship with Peter and his friends, whom she enjoys spending time with. She was 2 years old when her father was killed by William Stryker and her mother first became Madame Web. She later assumes the mantle of Ghost Spider after being bitten by a radioactive spider. She is Kamala Khan's best friend (with both surprisingly sharing the same birthday date), and had been Ghost Spider six months before Cassie first became Ant-Girl.
 * Appearance: Based on her looks in Ultimate Spider-Man vs. the Sinister 6, but wearing a one piece leotard version of her costume with a face mask similar to the one worn by Anya Corazon in the comics.
 * Iron Owl / Teresa Parker - Peter Parker's long lost younger sister who was born eight months after her parents left Peter to the care of Uncle Ben and Aunt May. On the wake of her parents' death by the hands of terrorists working for Obadiah Stane, Teresa took up her father's secret project, which includes technology resources from both Stark Industries and the Kree Empire and serums with Owl DNA. Soon after, she donned a new Owl-shaped flight armor suit (which includes the same functions of Tony Stark's Iron Man suit, as well as camouflage and phasing functions) and begun to operate as the new superheroine Iron Owl in hopes of bringing the murderers of her parents to final justice and reunite with her brother.
 * Appearance: A female younger variant of Peter Parker with dirty blonde hair and blue eyes. Her Iron Owl suit is a silver variant of the Ironheart suit in the comics added with platinum wings and a golden mask with the shape of a Barn Owl face.
 * Kid Arachnid / Miles Morales: A Midtown High student who idolizes Spider-Man. He became Kid Arachnid after being bitten by an advanced clone of the spider which gave Peter Parker his spider-powers. He currently acts as Spider-Man's sidekick. He also has a crush on Ms. Marvel, who feels the same for him.
 * Appearance: The same as the original character in the comics, but with the lips and hair left visible in the mask.
 * Ant-Man / Scott Lang - Cassie's father, an Avenger and the second Ant-Man after Dr. Hank Pym. He had been Ant-Man for 5 years before his daughter first became Ant-Girl.
 * Appearance: Based on Paul Rudd's character in the Marvel Cinematic Universe.
 * The Dragonfly / Hope Van Dyne - Cassie's mother and Janet's older sister. She is also the super-heroine Dragonfly, equipped with a Pym Particle suit of her own with wings, camouflage functions, Bio-electric energy blasts, flamethrowers and extendable claws on her gloves.
 * Appearance: Based on Evangeline Lilly's portrayal in Ant-Man and the Wasp and Avengers: Endgame. Her Dragonfly suit is a green, yellow version of the Wasp suit seen in Ant-Man and the Wasp.
 * Midgard Enchantress / Jane Foster: Thor's wife, she is a half human, half Asgardian sorceress, daughter of a human scientist with one of the Asgardian sorceresses.
 * Appearance: Based on Natalie Portman's character, but with blue eyes. Her Asgardian attire is an blue, cyan and white variant of the first outfit worn by Amora the Enchantress in Avengers: Secret Wars.
 * Beast / Dr. Hank McCoy - A mutant with leonine attributes, prehensile feet and superhuman physical abilities. Hank acts as a teacher in Xavier's school and he builds inventions for troubled students and is the builder of the X-Jet. He is also Peter Parker's science teacher as well as one of the first few to know Peter is Spider-Man and acts as one of his mentors.
 * Appearance: Based on Kelsey Grammer's character in X-Men: The Last Stand.
 * She-Hulk / Jennifer "Jen" Walters - Banner's cousin who, after being critically wounded in an car accident, was given an emergency blood transfusion which transformed her into the heroic She-Hulk. She is also best friends with Betty and enjoys spending time with her cousin's children.
 * Appearance: The same as in the comics with her A-Force leotard.
 * Doctor Stephen Strange - A former neurosurgeon who, after a horrific car accident which led him to a journey of healing, discovered the hidden world of magic and alternate dimensions, and became a Master of the Mystic Arts. He is a close ally to the Avengers.
 * Appearance: Based on Benedict Cumberbatch's character in the Marvel Cinematic Universe.
 * Wong - One of the Masters of the Mystic Arts, tasked with protecting some of Kamar-Taj's most valuable relics and books. He also happens to be a prophet, as he predicted certain events of the future during his certain for answers about Earth's upcoming conflict with Thanos.
 * Appearance: Based on Benedict Wong's character in the Marvel Cinematic Universe.
 * Madame Web / Helen Van Dyne Stacy - Gwen's mother, Cassie's maternal aunt and Janet and Hope's older sister. She also happens to be one of the Masters of the Mystic Arts, tasked with watching over parallel universes and dimensions through a mystic wall known as the Web of Reality. On the wake of her husband's murder by William Stryker, Helen had entrusted her sister Hope to look after Gwen to prevent her daughter's involvement with Helen's duties as a Master of Mystic Arts "until Gwen was ready" (as Wong predicted).
 * Appearance: Based on actress Judy Greer. Her Madame Web suit is a barefoot one piece red dress with web-like features and the logo of the Eye of Agamotto in the chest place.
 * Shuri Udaku - T'Challa's younger sister and the Princess of Wakanda who designs new technology for her country. She is best friends with Felicia Reilly and, like Peter Parker, also aspires to be a social support counselor.
 * Appearance: Based on Letitia Wright's character in Marvel Cinematic Universe. Her costume is based on the one worn during the final battle in Black Panther.
 * Ramonda Udaku - T'Challa and Shuri's mother, the Queen Mother of Wakanda.
 * Appearance: Based on Angela Bassett's character in Black Panther.
 * Everett K. Ross - A member of the Central Intelligence Agency allied with T'Challa.
 * Appearance: Based on Martin Freeman's character in Black Panther.
 * Okoye Juamba - An "extremely proud" Wakandan traditionalist from the Border Tribe who is the head of the Dora Milaje, Wakanda's all-female special forces and T'Challa's bodyguards.
 * Appearance: Based on Danai Gurira's character in Black Panther.
 * W'Kabi Tachiki - A confidant to T'Challa and his best friend who is the head of security for the Border Tribe, serving as the first line of defense for Wakanda.
 * Appearance: Based on Daniel Kaluuya's character in Black Panther.
 * Monica Lynne - T'Challa's longtime love interest and an American reporter.
 * Appearance: The same as in the comics.
 * Zuri Okomo - An elder statesman of Wakanda and the keeper of the heart-shaped herb.
 * Appearance: Based on Forest Whitaker's character in Black Panther.
 * Storm / Ororo Munroe - A mutant and member of the X-Men with the ability to manipulate weather.
 * Appearance: Based on her appearance in Wolverine and the X-Men.
 * Brother Voodoo / Jericho Drumm - A Master of the Mystic Arts, the Houngan Supreme and the master of the voodoo arts who is the Doctor Strange of Africa.
 * Appearance: Same as in the comics.
 * Blade / Eric Brooks - A half-human, half-vampire hybrid who hunts vampires and is usually referred to as "the Daywalker" by most people.
 * Appearance: Based on Wesley Snipes' character from the Blade series.
 * Blue Marvel / Adam Brashear - A former scientist of Roxxon who became a super-powered figure due to exposure to Anti-Matter energy during an expedition on the Negative Zone. He is one of Carol Danvers' colleges and old friends and is Liz's godfather.
 * Appearance: Based on his look in Adam: Legend of the Blue Marvel.
 * Natasha Romanoff - A Russian ballet instructor and Mary Jane's teacher, who also acts as a sympathetic mother-figure for Mary Jane.
 * Appearance: Based on Scarlett Johansson's character in the Marvel Cinematic Universe.
 * The Metagirls - Six genetically-modified element-themed metahuman girls created by Marla Madison (whom they view as their "mother") with her own DNA combined with those of individual human women whom the girls are physically cloned from, and energy extracted from alien crystals powered by the elements associated to the girls. The six were created by Marla on the wake of her grief over her daughter Joana's murder and for the purpose of becoming her true family, although the progress also killed Marla herself. Along the way, they meet Spider-Man, whom they become very friendly with after learning of his identity of Peter Parker, the young man who voiced support for Joana before her death. They soon become inspired by the young hero's actions and decide to use their powers to become super-heroines themselves.
 * Appearances: While each of them has her own unique looks, all six have large pony-tail hairstyle and sport barefoot one-piece leotards (each in a different color with a stripe down the middle and the symbol of its user's signature element in the chest area).
 * Magma - The leader of the Metagirls who can create and manipulate fire and heat and regenerate her health. She was cloned from Marla herself and Daily Bugle intern Betty Brant.
 * Appearance: She is visually a brunette with green eyes and red lips. Her costume is a one-piece red leotard with a black stripe down the middle and a golden fireball as her suit symbol.
 * Aquaria - A member of the Metagirls who can manipulate water and breath underwater. She was cloned from Marla herself and her lab assistant Anne Weying.
 * Appearance: She is a blonde-haired blue-eyed girl a few inches shorter than her sisters. Her costume is a one-piece cyan leotard with a blue stripe down the middle and a golden sea wave as her suit symbol.
 * Gaia - A member of the Metagirls who can manipulate earth and has Superhuman strength and stamina. She was cloned from Marla herself and Miles Morales' mother Rio. She is named after the mother of the 12 Titans in Greek mythology.
 * Appearance: She is a teenage version of Rio Morales and a few inches taller than her sisters. Her costume is a one-piece green leotard with a black stripe down the middle and a golden mountain as her suit symbol.
 * Kaze - A member of the Metagirls who can manipulate wind, conjure tornados and fly. She was cloned from Marla herself and police captain Yuri Watanabe. Her name derives from a Japanese word which means "wind".
 * Appearance: She is visually a black-haired and brown eyed girl of Asian descent. Her costume is a one-piece violet leotard with a indigo stripe down the middle and a golden cyclone as her suit symbol.
 * Molniya - A member of the Metagirls who can manipulate electricity and technology, conjure lightning and teleport. She was cloned from Marla herself and Mary Jane's ballet teacher Natasha Romanoff. Her name derives from a Russian word which means "lightning".
 * Appearance: She is a teenage version of Natasha Romanoff. Her costume is a one-piece yellow leotard with a orange stripe down the middle and a golden lightning bolt as her suit symbol.
 * Iclyn - A member of the Metagirls who can manipulate ice and cold. She was cloned from Marla herself and female Ice Elf Elphane. She was the only one of her sisters who was not cloned from another human woman besides Marla.
 * Appearance: She is a snow white-skinned girl with cyan hair and eyes and pointed, elven ears. Her costume is a one-piece silver leotard with a dark grey stripe down the middle and a golden snowflake as her suit symbol.
 * Hiro Hamada - A 14-year-old robotics prodigy and one of Peter's closest colleagues and friends. He is also one of the first few to know Peter is Spider-Man and helped design his web-suit. He is also in a romantic relationship with Carlie, and is shown to be a fan and expert on Kaijus, which served as a great influence for his inventions.
 * Appearance: Based on Ryan Potter's character in Disney's Big Hero 6.
 * Baymax - Hiro's A.I. program who frequently takes two different robot forms. One being an inflatable robot built as a medical assistant, the other being a combat robot based on a Kaiju dragon.
 * Appearance: Officially no form, though his medical robot body is based on Scott Adsit's character in Disney's Big Hero 6 and his robotic Kaiju form is based on his counterpart from the original comics.
 * Carlie Cooper - A 13-year-old robotics prodigy and one of Peter's closest colleagues and friends. She is also one of the first few to know Peter is Spider-Man and helped design his web-suit. She is also in a romantic relationship with Hiro, and is shown to be a fan of feature films which feature robots and technology such as WALL-E and Transformers, which served as a great influence for her inventions.
 * Appearance: A teenage version of her counterpart from the comics.
 * Jocasta - Carlie's A.I. program who acts as her assistant. Like Baymax, Jocasta frequently takes two different robot forms. One being an female human-shaped android for medical assistance, the other being a sleek robot probe designed for scientific researches which moves using anti-gravity technology and is equipped with scanners, specimen storage and a plasma cannon.
 * Appearance: Like Baymax, she has officially no form, though her humanoid robot form is based on her appearance in the comics and her robot probe form shares the same details of EVE in Disney/PIXAR's WALL-E.
 * Talon / Laura Howlett Grey - Logan and Jean's 11-year-old daughter who shares her father's mutant abilities and has the ability to sense weak points of organic lifeforms and other subjects thanks to her mother's psychic powers. She and her sister Sophie are two students aof Xavier's School for Gifted Youngsters and friends with Cassie Lang / Ant-Girl.
 * Appearance: A younger variant of X-23 in Marvel vs Capcom 3: The Fate of Two Universes and Ultimate Marvel vs. Capcom 3. Her Talon uniform is a barefoot one piece black leotard with the X-Men logo on her chest.
 * Silver Swan / Sophie Howlett Grey: Logan and Jean's 10-year-old younger daughter who shares her mother's telepathic and telekinetic abilities and has can also change her entire body into hard Adamantium (thanks to her father's Adamantium attributes) form which grants her superhuman strength, stamina, psionic immunity, and durability. She and her sister Laura are two students aof Xavier's School for Gifted Youngsters and friends with Cassie Lang / Ant-Girl.
 * Appearance: A pony-tailed blonde-haired, blue eyed girl a few inches shorter than Laura. Her Silver Swan uniform is a one piece white leotard with white ballet shoes, a pair of white arm laces and a cyan gem in the chest place.
 * Omega Pack - A group of super-powered young superheroes composed of the children of the Hulk and Scarlet Witch.
 * Zero-G / Alex Banner Lockwood - The 9-year-old leader of the Pack and the eldest of the Hulk's children, who can manipulate anti-gravitational fields which can cancel gravity.
 * Appearance: The same as in the 2005 All ages miniseries and animated after the males in the comic.
 * Lightspeed / Julie Banner Lockwood - A 8-year-old member of the Pack and the second eldest of the Hulk's children, who has superhuman strength and can fly at the speed of sound which also creates a stream of refracted light like a rainbow as well as hover in the air.
 * Appearance: The same as in the 2005 All ages miniseries (but wearing a one piece leotard version of her costume) and animated after the females in the comic.
 * Mass Master / Jack Banner Lockwood - A 7-year-old member of the Pack and the second youngest of the Hulk's children, who is a thrill-seeker and has the power to control his body's density molecules at will.
 * Appearance: The same as in the 2005 All ages miniseries and animated after the males in the comic.
 * Energizer / Katie Banner Lockwood - The 6-year-old youngest of the Pack and the Hulk's children, who can shoot power orbs and beams of energy from her body.
 * Appearance: The same as in the 2005 All ages miniseries (but wearing a one-piece leotard version of her costume and the pigtails replaced for a ponytail hair and pink tiara) and animated after the females in comic.
 * Aunt May Reilly - Peter's aunt and Felicia's mother who is supportive to their roles as heroes.
 * Appearance: Based on Marisa Tomei's character, but with blonde hair and green eyes.
 * Mary Watson - Mary Jane's mother. She also happens to be a Lesbian and once enamored Ava Khan's mother Disha, with whom she had Sally, before enamoring Soto, with whom she had Mary Jane.
 * Appearance: An adult variant of Mary Jane Watson.
 * Muneeba "Disha" Khan - Ava Khan's mother and the first human who enamored Soto and learned of his true self as a Titanian Tiger. She also happens to be a Bisexual and once enamored Mary Jane's mother Mary, with whom she had Sally. Later on, she moved with Ava to a beach house in Hanakapiai Beach, Kauai, Hawaii, and became the honorary member of a nearby tribal village where she enamored tribesman Yusuf, with whom she had Kamala.
 * Appearance: An adult variant of Ava Khan.
 * Tristan - Peter Parker's A.I. assistant who operates his technology and Spider-Man suits. He usually uploads himself into other robotic forms (controlled by both ally and enemy forces) to help Peter in his battles. Tristan's consciousness is contained in a platinum disc which only Peter and those with Spider-Man's technology can wield.
 * Appearance: Like Baymax and Jocasta, he has no official form of his own.
 * Yuri Watanabe - A S.H.I.E.L.D. commander and the captain of the New York Police Department. She is a close ally to Spider-Man and a keeper of his secret identity of Peter Parker.
 * Appearance: Based on her looks in the 2018 Spider-Man video game.
 * Rio Morales - Miles' mother and a friend of Aunt May.
 * Appearance: Based on her counterpart from Earth-1610.
 * Jefferson Davis - Miles' father and a officer in the N.Y.P.D. and S.H.I.E.L.D. who works closely with Watanabe.
 * Appearance: Based on Nick Fury's looks in Captain Marvel.
 * Clint Barton - An officer and S.H.I.E.L.D. agent who works for Watanabe.
 * Appearance: Based on Jeremy Kenner's character in the Marvel Cinematic Universe.
 * Betty Brant - A graduate at Columbia University and a rookie intern at Daily Bugle. She also happens to be a spy working for S.H.I.E.L.D. under Maria Hill's wing.
 * Appearance: A younger version of Elizabeth Banks' character in Sam Raimi's Spider-Man trilogy.
 * Maria Hill - A high-ranking agent of S.H.I.E.L.D. who works closely with Nick Fury.
 * Appearance: Based on Cobie Smuldlers' character in the Marvel Cinematic Universe.
 * Nick Fury - The director of S.H.I.E.L.D. who originally recruited the Avengers and continues to be a mentor and benefactor for the team.
 * Appearance: The same as in the Ultimate Comics.
 * Venom / Jack Thompson: A agent of S.H.I.E.L.D. who became the host of an alien Symbiote which imbues him with super-human abilities and the alter-ego of "Venom" as long as he and the Symbiote share the same body. He is Flash Thompson's estranged paternal uncle, who disapproves his nephew's rebellious delinquent attitude, which Jack blames on his brother (Flash's father), and views Peter Parker as a better nephew.
 * Appearance: Based on Joe Manganiello's interpretation of Flash Thompson in Sam Raimi's Spider-Man trilogy. His Venom form is based on Tom Hardy's variant in the 2018 Venom film.
 * Star-Lord / Nathan "Nate" Quill - A Midtown High student and aspiring astronaut who ended up in possession of an special space suit which grants him interstellar abilities (flight, elemental manipulation and sword and shield astral construct projection) and allows him to summon a highly advanced star-ship. He is also a friend of Peter Parker and keeper of his identity of Spider-Man, whom he views as role model.
 * Appearance: A teenage version of Chris Pratt's character Peter Quill / Star-Lord (but with brown hair) in the Marvel Cinematic Universe. His Star-Lord suit is based on the Ravager uniform of Stakar Ogord in Guardians of the Galaxy Vol. 2 and has a helmet based on the one worn by Nova Corps member Sam Alexander in the comics.
 * Mirage / Zoe Gillan / Gamora Zen Whoberi - A teenage alien shapeshifter with superhuman strength and agility, an accelerated healing factor and the ability to absorb and redirect energy. She is also a master marcial artist and talented weapon expert. She ran from her home planet following her parents' death during a civil war she did not want to take part in. Taking shelter on Earth, she took the shape of a human girl and started a life with the Gillan family, earning the name Zoe. Along the way, she became inspired by the actions of Earth's superheroes and became one herself code-named "Mirage". She later befriended Spider-Man and his friends and fell in love with Nathan Quill, with whom she is now romantically paired with.
 * Appearance: Her true form is a teenage variant of Zoe Saldana's character in the Marvel Cinematic Universe with blue eyes. Her human form of Zoe Gillan is a Caucasian teenager with auburn hair and blue eyes. Her superhero uniform is a black one-piece leotard with golden armor shoulder pieces, silver bracelets, red boots and a sapphire in the chest area.
 * Rocket Raccoon / Chris Cooper - Carlie's deceased father and a S.H.I.E.L.D. sergeant who was killed helping stop an invading Hydra patrol from attempting to assassinate J. Jonah Jameson, whom Carlie blamed for her father's death. It was also revealed that Arnim Zola had also transferred sergeant Cooper's mind and consciousness into a super-computer for his future experiments. After learning of this, Carlie (with help from Spider-Man) managed to sneak into Zola's lab and retrieve the flash-drive containing her father's consciousness and transferred it into Mech-89P13, a android body resembling a anthropomorphic raccoon and composed of Kree technology, also earning the advanced abilities of a robot/machine, such as Technopathy, increased strength and durability, and shape-shifting into a small, but unstoppable rocket. Chris adopted the alter-ego of Rocket Raccoon.
 * Appearance: His human form is based on actor Bradley Cooper's interpretation of Chris Kyle in American Sniper. As Rocket Raccoon, he is an silver android based on an anthropomorphic raccoon with blue eyes with the colors of an U.S. army uniform. His rocket form resembles a model Space Shuttle.
 * Drax the Destroyer - Once a regular bulldog who was selected as the pilot of an experimental NASA space capsule during the space race and was set to be the first dog in space, a crack in the ship's hull created an explosion which hurled Drax toward a radioactive energy imbalance. As a result, he became able to transform into a feral alien beast with the abilities of increased strength teleportation and to shoot nuclear energy from his mouth. He was soon found and adopted by Nathan Quill during his first adventure in space as Star-Lord and became his loyal companion. He is also very friendly to Nathan's friends, including Gamora and Spider-Man.
 * Appearance: His true form is the same as a regular grey bulldog. In his feral form, he is a darker variant of Lockjaw with grey skin, red stripes, sharper fangs and four yellow eyes.
 * Groot - A tree-like humanoid alien and survivor of Asgard. He is Thor's closest friend and once proved himself worthy of wielding Mjolnir. He was given the Uru sword Stormbreaker, which had similar attributes to those of Mjolnir. He has a bond of friendship with Spider-Man and his friends and allies, who are able to understand his native language (on which Groot is only heard saying "I am Groot.").
 * Appearance: Based on Vin Diesel's character in the Marvel Cinematic Universe. Stormbreaker is a smaller version of the Double-Edged Sword wielded by Thanos in Avengers: Endgame.
 * Shang-Chi - An immortal samurai and master in the arts of Kung Fu. He is an ally to Earth's superheroes (having even served as one of Captain America's allies during World War II) and usually acts as a mentor and trainer for the younger ones (as he even trained Peter Parker in hand-to-hand combat).
 * Appearance: His younger variant (seen in the flashbacks) is the same as his Earth-616 counterpart's appearance in the modern comics. His Present-day variant is based on Jackie Chan's portrayal of Lu Yan in .
 * El Diablo / Roberto the T-Rex - An altered red Tyrannosaurus Rex from Savage Land who, due to exposure to Gamma Radiation fluids combined with Vibranium shards during World War II, became a highly intelligent and much stronger dinosaur (capable of speaking in a Spanish accent) and with the abilities of Sonic Wave roar and Nuclear Breath. He also begun wearing a special armor of technology from Stark Industries, the Kree Empire and the Chitauri. He is also a loyal ally to Earth's superheroes (including Captain America, who was one of his war allies, and the Hulk) and oftely acts as a mentor for the young ones (including Spider-Man and Ant-Girl).
 * Appearance: A red variant of the T-Rexes seen in the Jurassic Park/World films with Vibranium spikes on his back, a pair of fiery bull horns. His special armor is the same seen in the Hulk and the Agents of S.M.A.S.H. episode "Days of Future Smash: The Dino Era".

Antagonists

 * Thanos - An intergalactic despot from Titan with a goal to destroy half of a population he invades to "re-balance the universe".
 * Appearance: Based on Josh Brolin's character in the Marvel Cinematic Universe.
 * Amora the Enchantress - A seductive Asgardian sorceress who has a deadly obsession for Thor. She is Thanos' adopted daughter and leader for his new Black Order.
 * Appearance: Visually based on actress Emily Blunt. Her outfit is the same as in Avengers: Secret Wars.
 * Red Skull / Johann Schmidt - The tyrannical leader of Hydra and Captain America's arch-nemesis. Like Rogers, he was also a subject to the Super-Soldier Serum. However, Schmidt underwent an imperfect version of the procedure and suffered permanent side-effects. Still like Rogers, he was frozen in suspended animation before waking up in the modern world, although he woke up a prisoner of S.H.I.E.L.D. for his crimes against America until he was freed by Hydra agents infiltrated in the facility. Following a second fight against Captain America, Skull was beaten by Captain Marvel, who severely injured him and left him to drown in the Arctic Sea. Fifteen years later, Skull was defrosted again by Hydra agents, but because his body was too damaged, his head had to be surgically removed and placed in a robotic body of Hammer Industries technology.
 * Appearance: Based on Hugo Weaving's character in Captain America: The First Avenger. His new robotic body resembles his Iron Skull armor from the animated TV series Avengers Assemble.
 * Green Goblin / Norman Osborn - The ambitious, corrupt CEO of Oscorp, an industrialist and scientist who developed an experimental substance called "OZ". Due to exposure to the drug, Osborn became able to transform into an insane, powerful monster with physical structure similar to the Hulk's and Pyrokinetic abilities. Despite how powerful he is, he is nonetheless vulnerable to attacks of equally powerful opponents such as Spider-Man, Captain Marvel, Hulk, etc. Goblin is also unexceptionally vulnerable to mystical alien energies, such as the Titanian Tigers' powers, which can easily injure Goblin and even result in instant death if attacks on him are prolonged.
 * Appearance: The same as in the Ultimate Comics, and added with demonic wings.
 * Ultron / Project U.L.T.R.O.N. / Phil Urich - An A.I. program created during the World War II era created by J. Jonah Jameson's father to be the army's ultimate weapon until it proved too dangerous to be controlled and was forcibly shut down. In Present-Day, the project (currently hidden by Jameson to avoid accusations for his father's past mistakes) is soon discovered by Daily Bugle employee Phil Urich before he is shot dead by Jameson to cover the scheme, but not before a fragment of the U.L.T.R.O.N. protect merges with Urich's corpse and secretly reanimates him as a vengeful cyborg.
 * Appearance: Phil Urich resembles Ben Urich in the Ultimate Comics. His form of Ultron is similar to Hank Pym's transformation in Earth-616.
 * Doctor "Doc Ock" Octopus / Otto Octavius - The owner of Octavius Industries who worked to perfect prosthetic limb technology and became Doctor Octopus after attaching four mechanical appendages to his back, using an intra-cranial neural network to connect them to his nervous system. While still an enemy of Spider-Man, Octavius also has a grudge with Norman Osborn, who once planned to exploit his company for Oscorp researches. He also has a genocidal hatred for Inhumans (a personality similar to William Stryker's about Mutants) and a somewhat great fear of the Phoenix.
 * Appearance: The same as in the 2018 Spider-Man video game.
 * Venom X / Eddie Brock - A former Daily Bugle photographer who became the host of a clone of the Venom Symbiote which imbues him with super-human abilities and a horrific alter-ego: "Venom X" as long as he and the Symbiote share the same body. Driven insane by certain terrible events such as the murder of his fiancee Anne Weying by the hands of J. Jonah Jameson, Brock used his alter-ego of Venom to go for a destructive crime spree while preparing to get revenge on Jameson.
 * Appearance: Based on Topher Grace's character in Spider-Man 3.
 * Electro / Max Dillon - A former electrical engineer who used to work for Oscorp Industries and later transformed into a powerful, electrical metahuman following a freak accident involving radioactive electric eels, then taking the alias of "Electro". Like Doctor Octopus, Electro also despises both Spider-Man (whom he sees as a hardcore opponent) and Norman Osborn, whom he blames for ruining his life.
 * Appearance: Based on Jamie Foxx's character in .
 * Vulture / Adrian Toomes - A former salvager who suffered a freak accident with Chitauri chemicals after being attacked by a vulture in his work. He soon became a insane human/vulture hybrid and a bloodthirsty cannibal.
 * Appearance: His human form is based on Michael Keaton's character in Spider-Man: Homecoming. His Vulture form is an older variant of the character in Ultimate Spider-Man TV series.
 * Negative Tiger / Martin Li - A Oscorp scientist who has been planning for experiments to assimilate the tigers' physical strengths until, after a freak accident involving his Tiger-DNA infused chemicals and a forbidden Oscorp virus called the "Devil's Breath", ended up becoming a monstrous humanoid tiger with the ability to harness Darkforce. Driven insane, Li now longs to get revenge on Osborn for his condition, even if it means to destroy everything and kill everyone (criminals and innocents alike) who stands in his way.
 * Appearance: His human form is the same as in the 2018 Spider-Man video game. His Negative Tiger form is based on Kraven the Hunter's feral white tiger form from the Ultimate Spider-Man TV episode "Kraven the Hunter" added with Darkforce features.
 * King Hulk / Thaddeus "Thunderbolt" Ross - A former General of the U.S.A. army and leader of the Hulkbusters who has dedicated himself to capturing the Hulk and became a criminal fugitive to the government after being exposed for attempting to use Hulk's DNA to create weapons of mass destruction instead of using it as a cure for human diseases. He becomes a red-skinned and villainous version of the original Hulk after injecting a sample of the Hulk's DNA on himself, but not before being infected by Norman Osborn's OZ virus.
 * Appearance: His human form is the same as in the comics. His King Hulk form is based on his Red Hulk form.
 * Absorbing Man / "Maestro" / Brian Banner - Banner's unsuccessful brother who had grown jealous of his success and mutates himself into a Gamma mutant with the ability to absorb the material of any object he touches. At one point, he absorbs the Hulk's Gamma blood, which transforms him into his own, but a mindless, unstable version of the Hulk on which he calls himself "Maestro".
 * Appearance: Based on David Banner's younger variant in Ang Lee's 2003 Hulk film. His form of Maestro is the same as Bruce Banner's transformation in the comics.
 * The Scientist Supreme / Karen Lee - Ross' estranged wife who believes that science is the way of the future, but becoming rather insane and obsessive over her thoughts and forming the organization A.I.M. to outrank every other expert on Earth's science, including Bruce Banner and Reed Richards. She also despises anything associated to magic (including wizards and sorcerers), which she blindly sees as a constant disturbance to the laws of nature.
 * Appearance: Her facial look is based on Sally Field's interpretation of Aunt May in Marc Webb's The Amazing Spider-Man franchise. Her Scientist Supreme suit based on the one worn by Monica Rappaccini in the 2017 Spider-Man episode "School of Hard Knocks".
 * Superia / Deidre Wentworth - A radical former member of S.H.I.E.L.D. who believes in the idea of women being superior to men, creating monsters she calls Harpies.
 * Appearance: Same as her Earth-616 counterpart.
 * M.O.D.O.K. / Arnim Zola - A member of Hydra and Nazi biochemist during World War II who survived into the modern age by transferring his conscious mind into the body of a sophisticated robot which protected it by storing it in its brain. He now operates as M.O.D.O.K. (Mechanized Organism Designed Only for Killing), a maniacal super-android allied to Red Skull.
 * Appearance: His human form, seen in flashbacks, is based on Toby Jones' character in Captain America: The First Avenger. His form of M.O.D.O.K. is based on George Tarleton's variant in the comics.
 * Black Widow / Yelena Belova - A highly trained spy working for Hydra. She was once sent to infiltrate S.H.I.E.L.D. and collect data about Earth's new heroes until she was foiled by Spider-Man and Captain Marvel. Eventually, Belova saw America's superheroes as sworn enemies.
 * Appearance: Based on her Earth-12014 counterpart.
 * Klaw / Ulysses Solomon Klaue - An South-African black-market arms dealer, smuggler and gangster who is obsessed with getting his hands on Vibranium. He constantly attempted to break into Wakanda's mines to steal the metal and his obsessive efforts cost him his left arm, which was cut off by T'Chaka in a fight. Due to this, he has an obsessive grudge against Wakanda and the Black Panther lineage, replacing his missing arm with a bionic one which can transform into a claw-shaped weapon which fires sonic disruption blasts.
 * Appearance: Based on Andy Serkis' character in Black Panther.
 * White Panther / S'Yan Udaku - T'Challa's uncle and a traditionalist who refuses to come out of his ways and has an estranged relationship with his nephew. Though he would never kill him, the two clash ideologically, as he resents T'Challa for allowing outsiders into Wakanda and believes that Wakanda was at its best when T'Chaka was alive and has slowly become worse with T'Challa as king. Because of this, he develops his own identity and builds a small tribe of people out of Wakandans who also protest against T'Challa.
 * Appearance: He wears a white version of T'Challa's costume. His civilian looks are the same as in the comics.
 * Killmonger / Erik Stevens / N'Jadaka Kakimi - The son of the late N'Jobu, who was a close ally of T'Chaka whom he was forced to kill during Klaw's first attempt of invading Wakanda. This sparked a hatred for the Udaku family in the young boy, who grew up to be the most violent and unstoppable soldier of all time, being nicknamed "Killmonger" by his comrades. Erik's goal above everything else is to kill all of the Udaku family and to claim the title of Black Panther for himself. He usually mockingly refers to T'Challa as "cousin" as part of a scheme on which he implies the two are more alike than T'Challa thinks.
 * Appearance: Based on Michael B. Jordan's character from Black Panther, though he is usually seen shirtless and with a tribal mask.
 * Man-Ape / M'Baku Udaku - T'Challa's estranged elder half-brother who left the Black Panther tribe when he came of age and formed his own tribe known as the Jabari Tribe. He is a tribalist first and foremost and despises all advances in science and technology. Due to this, he has a very complicated relationship with his brother, who he despises for constantly trying to pull Wakanda into the modern age.
 * Appearance: He has a body like Mike Tyson's, but a head loosely modeled after the Dick Tracy villain the Brow. He often wears a wooden white gorilla mask.
 * Reverand Achebe - An anarchist, terrorist, serial killer, and demon worshiper who is a master manipulator as well as a very gifted genius. Achebe is the reverend of the Wakandan church of Mephisto and is one of T'Challa's most terrifying enemies due to the fact it seems like he is always in a genuinely good mood. He seems to suffer from some form of psychosis, as he often speaks to a puppet, called Daki, which he sees as an actual person.
 * Appearance: His appearance is based on a witch doctor, with most of his suit being red and white.
 * Moses Magnum - A former thief turned super-powered arms dealer and weapons manufacturer, Magnum had a fascination with Norman Osborn's OZ virus, realizing that it has a different effect on everyone who is infected with it. Magnum injected himself with the substance, mutating his genes and granting him the ability to create and generate seismic bursts from his body. Magnum is the head of the Magnum Force Corporation and is described as the person who villains go to when they need new equipment.
 * Appearance: Modeled after Denzel Washington in the film Man on Fire.
 * Radioactive Man / Igor Stancheck - a Russian criminal whose body is constantly emitting high levels of radiation. He took advantage of this by becoming a high-ranking, successful mercenary for hire, as he takes little effort to kill his enemies and targets with his abilities, although he has a great struggle against Gamma Mutants like the Hulk.
 * Appearance: Same as the comics.
 * Silver Sable / Silver Sablinova - A high-ranking member and commander of Black Widow's organization of Hydra assassins.
 * Appearance: The same as in the comics. She sports a two-piece silver leotard with long silver boots and gloves and a skull in her waistband.
 * Deathstrike / Felice Castle - Frank Castle's daughter, who was presumed killed by Crossbones' Hydra ops along with her pregnant mother, but was revealed to have been rescued by Silver Sable and trained in secret to be a relentless assassin for Black Widow's organization.
 * Appearance: Visually based on Gwen Stacy's Earth-1610 counterpart. She sports a two-piece black leotard with long black boots and gloves and a a red tattoo going down the majority of her upper body and up to her face.
 * J. Jonah Jameson - The arrogant, greedy chief editor of Daily Bugle who criticizes superheroes, including Spider-Man. He was once elected Mayor of New York until Spider-Man (in his very first superhero acts) defeated the Ravagers led by Frank Castle (whom Jameson organized for suicide missions) and stopped them from nuking the city to kill every criminal present, leading Jameson to face several accusations, such as the deaths caused by the Ravagers, and to be disqualified from the election, which Steve Ditko eventually won. He also happens to be an homophobic (as shown in some newspapers he wrote by himself, on which see saw Homosexuality and LGBTs as a "plague", and as he was shown shooting his own son dead for being revealing to be a trans woman). He is also indirectly responsible for Phil Urich's transformation into Ultron, who (as an act for revenge) ended up teaming up with Venom and Green Goblin in exposing Jameson's own crimes before attempting to destroy New York with the Daily Bugle building. Once Ultron, Goblin and Venom were defeated and destroyed by Spider-Man and his friends and allies, Jameson was arrested and forced to share a cell with other inmates who previously wanted Jameson's head.
 * Appearance: Same as in the comics.
 * Crossbones / Brock Rumlow - An agent and assassin of Hydra with a high-tech body armor and a pair of shock-wave gauntlets.
 * Appearance: Based on Frank Grillo's portrayal in Captain America: Civil War.
 * The Punisher / Frank Castle - The ruthless leader of a lawless mercenary group called the Ravagers who were once organized by J. Jonah Jameson to fight the criminal underworld by any means necessary, no matter how lethal the results are. He seeks revenge on Crossbones' Hydra ops for the murder of his pregnant wife and (apparently) their teenage daughter Felice. He now operates as Punisher alongside his Ravagers, unaware, however, that Felice is still alive. He was also indirectly responsible for the creation of Spider-Man by accidentally breaking out a radioactive spider which gave Peter Parker his powers and accidentally killing uncle Ben.
 * Appearance: Based on Jon Bernthal's character in the Daredevil TV series and its spin-off series The Punisher.
 * Hawkeye / Kaine Murdock - One of the Punisher's Ravagers and a master archer.
 * Appearance: Based on Chris Zylka's portrayal of Flash Thompson in Marc Webb's The Amazing Spider-Man films and sporting a black jumpsuit with the design of a skull with an arrow in his head.
 * Mysterio / Quentin Beck - A master of trickery and illusion and a member of Thanos' Black Order.
 * Appearance: An older, hairless version of Jake Gyllenhaal's character in Spider-Man: Far From Home.
 * The Elementals - A group of genetically modified element-powered Titans who were created by Mysterio to be part of Thanos' army.
 * Hellfire - An Elemental with lava and fire abilities.
 * Appearance: The same as Molten Man in Spider-Man: Far From Home.
 * Magnum - An Elemental with earth abilities.
 * Appearance: The same as Sand-Man in Spider-Man: Far From Home.
 * Zephyr – The sole female of the team who has the power to control wind, sky and air and thereby affect many of its aspects.
 * Appearance: Based on the Wind Elemental seen in Spider-Man: Far From Home.
 * Hydron - An Elemental with water abilities.
 * Appearance: The same as Hydro-Man in Spider-Man: Far From Home.
 * Supreme Intelligence - The genocidal leader of the Kree Empire who believes that the Kree are the only organic race worthy of existing, and all others, including the Skrulls, should be destroyed.
 * Appearance - Its true form is the same as its Earth-616 counterpart.
 * Ghost - One of Iron Man's enemies and a high-tech expert assassin with molecular instability, who can phase through objects.
 * Appearance: A male version of Hannah John-Kamen's character in Ant-Man and the Wasp.
 * Yokai / Robert Callahan - The former head of a robotics program at San Francisco Institute of Technology who became an extremely powerful masked terrorist whose high-tech mask grants him control over his micro bots.
 * Appearance: Based on James Cromwell's character in Disney's Big Hero 6.
 * William Stryker - A former U.S. colonel-turned-fugitive criminal who longed for the genocide of mutants. He was responsible for murdering Kitty Pryde's parents and Gwen Stacy's father, and was reported dead after an attack on his hideout by Hulk and Wolverine. Actually, Stryker was using Hank Pym's resources to harvest quantum energy in the quantum realm to be used for his plans against the mutants. His plan was foiled when his henchmen (who were supposed to warp Stryker back from the quantum realm with Pym's stolen devices) were killed by Hulk and Wolverine, leaving Stryker (who was carelessly unaware of the situation) stranded in the quantum realm for 10 years. He then escaped from the quantum realm, but believing that he was trapped for 10 hours, not years. He eventually learned in shock of what happened after noticing the changes in the world, as well as slogans taunting Stryker after his supposed death, including one of the soldier's claims that no one in the U.S. army misses him because of his ambitions and ruthlessness.
 * Appearance: Based on Danny Huston's character in X-Men Origins: Wolverine.
 * Scorpion / Mac "Scorpion" Gargan - A high-level criminal known by the police as a veteran drug trader and professional street racer nicknamed "Scorpion". He ended up becoming a cybernetic scorpion-human hybrid after his car clashed with a vat of chemicals during a street race with Flash Thompson. Driven insane, Scorpion went for a more chaotic crime spree to get revenge on Thompson.
 * Appearance: His human form is based on Michael Mando's character in Spider-Man: Homecoming. His scorpion-human hybrid is based on his appearance in The Amazing Spider-Man 2012 video game, and added with cybernetic implants on his legs, arms and tail.
 * Blob / Frederick Dukes - A rather extremely obese mutant with a nearly-indestructible layer of skin. He is also considered as the "world's most repugnant mutant" (for both heroic and criminal mutants) because of his cannibalistic nature (which is a result of his poor diet and eating disorder).
 * Appearance: The same as in the Ultimate Comics.
 * The Mandarin / Zheng Zu - The ancient ruler of a vicious Chinese dynasty who, many millennia ago, sought to conquer all dynasties of China with the aid of a clan of elemental samurais called the Ten Rings until Shang-Chi and the Masters of Mystic Arts' Ancient One defeated him and imprisoned him into the Dark Dimension and destroyed the Ten Rings. He was later from the Dark Dimension by Thanos and Amora the Enchantress to be part of the Black Order in exchange of having his former glory back.
 * Appearance: Visually based on Cary-Hiroyuki Tagawa's portrayal of Shang Tsung in the 1995 Mortal Kombat movie and in Mortal Kombat 11. He sports a dark, colorless version of his costume from Marvel: Ultimate Alliance.
 * Fin Fang Foom - An extraterrestrial kaiju dragon and one of the members of the Black Order and main generals of Thanos' army.
 * Appearance: Based on Zilla in the 1998 TriStar Pictures film Godzilla, and colored after his Earth-616 counterpart.

Other Characters

 * Principal Harold "Happy" Hogan - The principal of Midtown High, the school where Peter Parker and his friends study at. He is also an agent of S.H.I.E.L.D. and keeper of Spider-Man's identity of Peter Parker.
 * Appearance: Based on Jon Favreau's character in the Marvel Cinematic Universe.
 * Ben Parker - Peter's uncle and Felicia's father who was killed during a crossfire between Frank Castle's mercenaries and Brock Rumlow's Hydra Ops, on which he was accidentally shot dead by Castle. His death soon inspired his nephew Peter in becoming Spider-Man and (one year later) his daughter Felicia into becoming Black Cat.
 * Appearance: Based on actor Paul Bettany.
 * Commissioner George Stacy - Gwen's deceased father and the former head of the New York Police Department who was the second-in command of S.H.I.E.L.D. before Maria Hill. He was murdered by William Stryker as part of Stryker's attempts to cover his involvement with certain crimes he committed along with his plans against mutants.
 * Appearance: Based on Dennis Leary's character in Marc Webb's 2012 The Amazing Spider-Man film.
 * T'Chaka Udaku - T'Challa's father and who was the Black Panther before his death by the hands of Herr Kleiser.
 * Appearance: Based on Atandwa Kani's portrayal of the character in Black Panther.
 * Stan - A Comic Book shop owner and friend of New York's superheroes (most closely Spider-Man, Captain America and Iron Man).
 * Appearance: Based on Stan Lee.
 * Harry Osborn - Osborn's son. He is a student in Midtown High and one of the attendants to Peter Parker's support council, on which Harry sought for Peter's advice while confessing he was gay, something of which Norman (who wanted his son to be a superior man) never knew and would have been disgusted to hear but to which only his mother Emily expressed support for. Once he learned of this, however, Norman killed Harry along with Emily.
 * Appearance: Based on Dane DeHaan's character in The Amazing Spider-Man 2.
 * Joana Jameson / J. Jonah Jameson Jr. - Jameson's daughter (originally son) and one of the attendants to Peter Parker's support council, on which she confessed to be a trans woman as she claims to have "thought of herself as a man until she begun seeing herself as a woman". Though she also had major support from her mother Marla, Joana was neither less killed by her own father, who had a disgust and genocidal hatred for LGBT people. Her death soon led her grief-stricken mother to create the Metagirls, committing suicide in progress.
 * Appearance: A younger version of Jared Leto's interpretation of Rayon in .
 * Marla Madison - Jameson's ex-wife who, unlike her ex-husband, views Spider-Man as a hero and does not treat him like a menace. Marla is also a high-tech scientist and head of Alchemax and showed respect for Peter Parker's work as a support councilor, which helped her daughter Joana overcome her inner doubts. Following Joana's unjust murder, Marla was reported to have been mourning for one month straight and seemly spoke to no one else except her lab assistant Anne Weying. It was revealed, however, that Marla had been collecting blood-samples of other women (Weying, Betty Brant, Rio Morales, Natasha Romanoff, Yuri Watanabe and Ice Elf Elphane) and herself along with six elemental alien gems to complete the creation of her "new children", the Metagirls. Marla eventually did so by locking herself in a small lab and, after broadcasting a farewell message to New York, used hightech machines to drain her own life force and transfer them to the Metagirls, who soon awakened and adapted to Marla's young mind, intelligence and personality. Once the process was complete, Marla was soon found by Weying and Watanabe having aged rapidly from the strain and died at an artificially advanced age. Shortly after Jameson was arrested, it was later revealed she knew her husband killed Joana out of his hatred for LGBTs and has "chosen to die so that she wouldn't leave to be married with a murderer", a public statement which would soon haunt the incarcerated Jameson forever.
 * Appearance: A younger variant of Rosemary Harris' interpretation of Aunt May in Sam Raimi's Spider-Man trilogy.
 * Anne Weying - Brock's fiancee and a Alchemax scientist who is Marla's lab assistant. She is shown to be greatly loyal to her employer and strongly supports her secret Metagirl Project, as she felt sorry for Marla's loss of her daughter Joana and "couldn't refuse a grieving mother". Weying also seemed to view Marla as a mother figure for herself, as she was shown tearfully mourning her after she sacrificed herself to fully bring the Metagirls to life. Later, during a date with Brock, Weying was confronted by J. Jonah Jameson, who wrongly blamed her and her fellow Alchemax scientists for Marla's death and shoot her dead in front of Brock. Her death was nearly avenged when Brock (as Venom X) cooperated with Ultron and Green Goblin in incriminating and exposing Jameson, despite failing to kill him.
 * Appearance: Based on Bryce Dallas Howard's interpretation of Gwen Stacy in Sam Raimi's Spider-Man trilogy.
 * Mar-Vell - Hulkling's father, a Kree scientist, and the only one of his kind who refused to follow the Empire's war with other planets, including the Skrulls. He helped Carol Danvers (who had at the time manifested her Kree powers) escape the Kree ship where she was being held on and entrusted her in ending the Kree Empire's galactic terrorism, as well as looking after his son Dorrek VIII. Mar-Vell also implanted embryos of himself in Danvers' womb, rendering her pregnant of Marie. He was soon executed by Ronan for betraying the Empire.
 * Appearance: Based on his Ultimate Earth counterpart.
 * Eugene "Flash" Thompson - Peter's rival and classmate and a ambitious, self-centered jock in Midtown High. While he is considered popular to other students, he also heavily dislikes being called by his true name Eugene (which he feels embarrassment of) instead of his nickname Flash. While he also lives in his deceased parents' mansion, he also happens to be a rather rebellious, spoiled delinquent who takes little responsibility of his actions and always puts his life at risk because of the mass of fortune he inherited from his father, as he usually rides at night with his Mazda RX-7 secretly participating in illegal against dangerous thugs. He is indirectly responsible for Scorpion's transformation into a scorpion monster.
 * Appearance: Based on Tony Revolori's character in the Marvel Cinematic Universe.
 * Joseph Robinson - The news anchor of New York who holds high faith in superheroes, including Spider-Man, whom he even praises for having 100 heroic victories in his very first year of crime-fighting. He is frequently confronted in his office by J. Jonah Jameson, who keeps trying to convince him of Spider-Man's "criminal schemes", which Robertson repeatedly dismisses as an excuse for Jameson's envy and own pointless hatred.
 * Appearance: Based on Bill Nunn's character in Sam Raimi's Spider-Man film trilogy.

Differences Between the Reboot and the Original Franchise
Since this new series is a reboot to the original Ultimate Marvel storylines, there are a series of changes and differences done in the story.
 * Gwen Stacy (who was a rebellious teenager close to Peter's age before her death by the hands of the Carnage symbiote in the original franchise) is reimagined in the reboot as an twelve-year-old pre-teenager and more loving girl who is soon bitten by a new Super Soldier spider which leads to her transformation into Ghost Spider.
 * While she is still Mary Jane's best friend, Liz was surnamed Allan, she was the daughter of the mutant cannibal Blob and a mutant under the codename Firestar. In the Earth-2 version, Liz is given with the surname Danvers-Rogers, and was reimagined as the daughter of Steve Rogers / Captain America and Carol Danvers / Captain Marvel.
 * In the original story, Black Cat was a lawless vigilante who at one point expressed romantic interest on Spider-Man until she learned of how young he was. In the reboot, Black Cat is reimagined as a more moralized superheroine while she as Felicia is also reimagined as Peter's cousin, daughter of his Aunt May.
 * In the original story, Natasha Romanoff was the assassin and spy codenamed Black Widow who was sent to infiltrate S.H.I.E.L.D. and the Ultimates to tear them apart and played a part in killing Hawkeye's family. In the reboot, Natasha is reimagined as a normal, yet sympathetic citizen and Russian immigrant to the U.S.A. who happens to be a ballet instructor and one of Mary Jane's teachers.
 * The Black Widow in this reality is Yelena Belova, who is a major antagonist to the Avengers.
 * As in Avengers Unleashed, Bruce Banner's lover Betty is reimagined as General Ross' adopted daughter instead of biological.
 * In the original Ultimate series, Kitty Pryde was one of the love interests of Spider-Man, and her relationship with him brought some conflict with Mary Jane Watson. In the Earth-2 version, however, she remains just friends with him and is reimagined as Mary Jane's younger cousin.