Ultimate Spider-Man: Peter Parker is a high-school student gifted with the proportionate strength and speed of a spider. He fights crime in New York City as the hero Spider-Man, which attracts the attention of SHIELD director Nick Fury.

Ultimate Electro: Criminal Max Dillon crashed into a large TV during a robbery, and is now living electricity. He has often clashed with Spider-Man, both alone and as one of the Sinister Six.