- Vulture (Adrian Toomes) (First appearance) (even in Spider-Man's visions)
- Doctor Octopus (Otto Octavius)
- Taskmaster (Tony Masters)
- Kangaroo (Brian Hibbs) (First appearance) (Cameo)
- Daily Bugle
- J. Jonah Jameson (Appears on screen)
- Norman Osborn (Mentioned)
- The Lizard (Vision)
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- S.H.I.E.L.D. Jet Pack
- Taskmaster's Shield
- Taksmaster's Sword
A mysterious thief known as the Vulture has been causing trouble. Spider-Man decides to track him down. Adrian was a teenager who, for unidentified reasons, was living on the streets. Along with other runaways, he was kidnapped by Doctor Octopus to use as test subject in his transhuman experiments. Adrian’s DNA was merged with that of a vulture, and his memories were erased. After several months in suspended animation, Adrian woke. Desperate to regain his lost past, the boy followed his only clue: a plaque containing Oscorp’s logo. His bouts of anxiety would cause a more animalistic side to surface, during which he would scavenge New York. Vulture’s assaults on Manhattan eventually caught the attention of S.H.I.E.L.D., who sent Spider-Man to hunt him down. Upon finding Vulture’s hideaway, Spider-Man recognized Doc Ock’s technology and reasoned that Vulture must be one of the mad scientist’s victims. The teen hero agreed to help Vulture recover his memories by meeting with the imprisoned Doctor Octopus. Unfortunately, the villain revealed that Vulture’s memories were erased to implant a trigger phrase: “Carrion Bird.” Vulture went berserk and destroyed Doctor Octopus’ cell. Spider-Man followed them and was attacked by both. He reminded him who was his enemy by asking him who did this to him making him attack Doc Ock. When he learned his creator’s files about him had been downloaded, Vulture almost killed Doc Ock, but Spider-Man interfered. He asked him why he would defend a monster like Octopus, he responded that because he was the good guy, succeeded in calming Vulture down and offered him a place a S.H.I.E.L.D. Vulture refused, wanting to find his own path, but soon crossed paths with Taskmaster, who sought to recruit various super-powered teenagers and had downloaded Ock's files about him. He called the teen by his name, Adrian, and promised answers
- The third season of Ultimate Spider-Man was aired on Disney XD UK before its August release date in the US.
- In Spider-Man's imagination, the Vulture's appearance resembles that of his Earth-616 look.