The obvious difference between Ultimate Spider-Man and every other animated Spider-Man series is the focus on humor. I could see how some might find this distracting, but Spider-Man has always been funny. I find the series tone very charming - its Scott Pilgrim meets Spider-Man. Ultimate Spider-Man breaks the fourth wall in clever ways and is the first Spider-Man show thats actually funny instead of a show that gives Spider-Man some lines that are supposed to be funny. He still fights his rogues gallery, he still shoots webs, and he still believes that with great power comes great responsibility. Its a different incarnation of Spider-Man, but if you enjoyed the fantastic Ultimate Spider-Man run by Brian Michael Bendis and Mark Bagley, the tone shouldnt be that drastic of a leap for you.