Marvel Ultimate Alliance 2/Spider-Man
- Available: Beginning of the game.
- Flying?: Yes, press-and-hold
- Heroic Deeds
- Defeat 50 foes with Web Yank (Boost: Clever Fighter)
- Defeat 50 foes after choosing Pro-Reg (Costume)
- Perform 5 high scoring Fusions with Human Torch (Boost: Hard to Hit)
Spidey is deceivingly good. At first it doesn't see so because his stats are average. But he can Web Yank shields off mini-bosses from a distance and his Web Mace is incredibly destructive and a good boss killer. Not to mention he has great target fusions and he devastates large crowds of enemies. With his first three moves he can control crowds, due to his web barrage and web-dive(rank 7) both of them stun enemies and wrap the in webs. Both have good duration, so just proceed to web mace the whole crowd while they are stunned (rinse, wash, repeat). Other notable advantages to Spider-man are his good abilities Spider-sense is very handy once maxed out you have 30% chance of evading any attack, that's one out of every three attacks basically.
 Web Barrage
- Min dmg: 17-19 Impact (2 hits)
- Max dmg: 67-74 Impact (2 hits)
- Cost: 12 Stamina
Fire a stream of web bullets. (Rapid tap) to extend.
- Increased area of effect on impact (rank 4)
- Increased stun duration (rank 7)
 Web Mace
- Min dmg: 31-33 Impact (2 hits)
- Max dmg: 653-722 Impact (2 hits)
- Cost: 32 Stamina
Swings and slams a heavy ball of webbing.
- Knocks down foes (rank 4)
- Overcomes foes' impact resistance (rank 7)
 Web Dive
- Min dmg: 21-22 Impact
- Max dmg: 174-193 Impact
- Cost: 15 Stamina
Uses a web-line to slam into foes. Requires level 5.
- Increase area of effect (rank 4)
- Stuns foes (rank 7)
- Overcomes foes' impact resistance (rank 10)
 Web Yank
- Min dmg:
- Max dmg: 333-369 Impact
- Cost: 27 Stamina
Pulls a single foe in for a precision strike. Requires level 10.
- Increased chance of critical hits (rank 4)
- Increased area of effect (rank 7)
- Greatly increased chance of critical hits (rank 10)
 Spider Sense
- Rank 1: 2% chance to evade
- Rank 15: 30% chance to evade
Raises chance to evade incoming attacks.
- Rank 1: 1 extra Focus
- Rank 15: 15 extra Focus
Allows more frequent use of powers.
 Web Mastery
- Rank 1: 1% extra power damage
- Rank 15: 15% extra power damage
Raises damage for all power attacks. Requires Pro-Reg.
 Lively Fighter
- Rank 1: 1 extra melee damage
- Rank 15: 15 extra melee damage
Rasies melee attacks damage. Requires Pro-Reg.
 Hard to Squash
- Rank 1: 1 extra Body
- Rank 15: 8 extra Body
Raises maximum hit points. Requires Anti-Reg.
 Spider Reflex
- Rank 1: 1% chance for critical hits
- Rank 15: 15% chance for critical hits
Raises chance of inflicting critical hits. Requires Anti-Reg.