Ultimate Spider-Man is a third-person action-adventure video game, set in an open world based on Manhattan and parts of Queens. Players take on the role of Spider-Man or Venom and complete missions—linear scenarios with set objectives—to progress through the story. The player starts in story mode where they can only free roam as Spider-Man, and the game automatically switches between Spider-Man and Venom during missions. After the main story is completed, the player can switch between the two characters at any time.