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by Axel7174

    ______ ____   _  ____   _____  ____        __     __     _     ___    _
   / ____/|  _ \ | ||  _ \ | ____||  _ \      |  \   /  |   / \   |   \  | |
   \___ \ | |_) || || | | ||  _|  | |_| | __  | | \ / | |  / ^ \  | |\ \ | |
    ___) || |__/ | || |_| || |___ |  _ < /__| | |\   /| | / ___ \ | | \ \| |
   |____/ | |    | ||____/ |_____||_| \_\     |_| \_/ | |/_/   \_\| |  \   |
          |/     |/                                    \|          \|   \__|

  __      __  ___ ___  ___ __  ___ __   ___ ___.  .____.  . __ ___ __ .  . __
 (__ |__|[__]  |   |  [__ [__)[__ |  \  |  \ | |\/|[__ |\ |(__  | |  ||\ |(__ 
 .__)|  ||  |  |   |  [___|  \[___|__/  |__/_|_|  |[___| \|.__)_|_|__|| \|.__)

| Spider-Man: SD Guide        |
| Created by: Axel7174        |
| FAQ and Walkthrough         |
| Copyright 2010 Ryne Gardner |

Version History
Version 0.10 - 9/16/10 - 9/22/10
--The first version. Probably the smallest amount of work I could start with.
That's what happens when you're so busy with college and you're sick on top of
that. Hopefully I'll be feeling better and I can get more up soon. 

Version 0.15 - 9/24/10
--First update. Hoorah. I only updated the walkthrough for now. I covered the
next two levels, Noir and 2099. I will have more soon. 

Version 0.70 - 9/27/10
--I managed to not only finish Act I but also do all of Act II as well. How is
that for progress? Act III should be up some time this week with the other
sections of the guide to pop up slowly after that. 

Version 0.85 - 9/30/10
--Added another small chunk to the walkthrough, starting the first half of
Act III. Gonna try to finish the rest before the weekend. 

Version 1.05 - 10/1/10
--Welcome to October. The walkthrough is completed. I will be working on the
additional sections over the weekend and into next week. I'm also going to be
working on my older guides as well if I have the chance. If updates are scarce,
it's because next week I have two tests, and the Major League Baseball 
postseason is starting. Go Yankees! Yeah, I had to do it. 

Version 1.15 - 10/6/10
--I moved the Combat and Character Upgrades sub-section to the Extras section.
I may add a section specifically about combos there or put it in Basics.
I'm not sure yet. Anyways, I also added the Trophies/Achievements section and
made a quick sweep for spelling and other errors. More to come. 

Version 1.20 - 10/18/10
--Been pretty busy lately. Also been enjoying new games. In any case, I have
updated the Platinum Medals section and it's now done. The last thing I want to
work on is the Challenges section, which I hope to at least get started on
this week.

|  TABLE OF CONTENTS |                                                   \||||
|--|-----------------'                                                    \|||
|1 | Introduction........................................... [itro]        \||
|  |- About This Guide                                                      \|
|  |- Using This Guide                                                       \
|2 | Basics................................................. [bc00]
|  |- Controls.............................................. [bc01]
|  |- Introducing... Your Four Spider-Men................... [bc02]
|  |- Game layout........................................... [bc03]
|  |- Challenges and the Web of Destiny..................... [bc04]
|  |- Other Gameplay sequences.............................. [bc05]
|3 | Walkthrough............................................ [sd00]
|  |- Tutorial.............................................. [sdtt]
|  |- Amazing - Level One................................... [sd01]
|  |- Noir - Level One...................................... [sd02]
|  |- 2099 - Level One...................................... [sd03]
|  |- Ultimate - Level One.................................. [sd04]
|  |- Amazing - Level Two................................... [sd05]
|  |- Noir - Level Two...................................... [sd06]
|  |- 2099 - Level Two...................................... [sd07]
|  |- Ultimate - Level Two.................................. [sd08]
|  |- Amazing - Level Three................................. [sd09]
|  |- Noir - Level Three.................................... [sd10]
|  |- 2099 - Level Three.................................... [sd11]
|  |- Ultimate - Level Three................................ [sd12]
|  |- Final Battle.......................................... [sd13]
|4 | Extras................................................. [exra]
|  |- Combat and Character Upgrades......................... [ex01]
|  |- Hidden Spider Locations............................... [ex02]
|  |- Challenge Guide....................................... [ex03]
|  |- Earning Platinum Medals............................... [ex04]
|  |- Trophies/Achievements................................. [ex05]
|5 | Miscellaneous.......................................... [misl]
|  |- Frequently Asked Questions............................ [fak4u]
|  |- Credits/Special Thanks
|  |- Contact Info
|  |- Legal Mumbo Jumbo

        /   INTRODUCTION                                               [itro]  |

Welcome true believers, to this guide for Spider-Man: Shattered Dimensions,
catering to the PS3 and 360 versions. It's presented by me, your friendly
neighborhood guide writer, Axel7174. If you're here and you're not lost, I can
only assume you're here for some help with the game. Well, I'm here to help,
whether you just stopped in for a quick tip or if you'd like some guidance all
the way. Let's get to it!

About This Guide
So I started writing guides in February/March of 2008, so it's been more than
two years. I always enjoy writing them, contributing to the community and 
hopefully helping gamers out. I'm very far from perfect but as long as it helps
then I'm happy. I do always enjoy writing them, but this guide for Shattered
Dimensions is probably the first one I've seriously looked forward to in a

Using This Guide
Navigating the guide is easy. If you'd rather not scroll, they are those little
four-character codes called quickjumps at the end of most of the items on the
table of contents. Enter these little codes or any other keywords you think you
would find in the guide into the ctrl+f function of your web browser and you
can jump around quickly. 

While on your journey, do beware of some slight spoilers. This guide does not
contain plot spoilers, or revelations of cutscenes or anything like that. But
minor spoilers including names and small events will be revealed, but usually
not until AFTER you would have already met/seen them in the game. Just be
careful if you're oversensitive to spoilers but this guide is mostly free of

If you have questions, comments, or something you wish to bring to my attention
I would ask you to first, consult the Frequently Asked Questions section near
the end of the guide. If you want to submit something to me, please, please,
please read the Contact Info section. That's very important. 

        /   BASICS                                                     [bc00]  |

Here I'll be covering--what else?--the basics. Just to cover all the bases,
this section will just introduce all the elementary stuff and provide a basic
sense and layout of the game. 

| Controls            [bc01] |==================================================

A quick layout of the controls for the PS3 and 360 versions of the game. 

|Action                  |PS3 Button             |360 Button         |
|Pause                   |Start                  |Start              |
|Web of Destiny          |Select                 |Back               |
|Movement                |Left Analog Stick      |Left Thumbstick    |
|Rage Mode/Accel. Vision |L1                     |Left Button        |
|Defensive Stance (hold) |L2                     |Left Trigger       |
|Web-Shots               |R1                     |Right Button       |
|Web-Zip/Web-Swing       |R2                     |Right Trigger      |
|Center camera           |R3                     |Right Thumbstick In|
|Jump                    |X                      |A                  |
|Grapple/Web-Strike      |Circle                 |B                  |
|Fast Attack             |Square                 |X                  |
|Strong Attack           |Triangle               |Y                  |
|Spider Sense            |D-Pad Down             |D-Pad Down         |

*Rage Mode applies only to the Ultimate universe. Accelerated Vision applies
only to the 2099 universe.

=============================| Introducing... Your Four Spider-Men      [bc02] |

Four universes, four different Spider-Men. You've got four times the
web-slinging action. While the four universes meld together on the combat
aspect, they differ in a lot of other ways. Here we'll get introduced to each
one and also go into their moves, including exclusive ones. 

Your standard and always friendly neighborhood Spider-Man. He is the definition
of standard, as he lacks any nifty abilities that his counterparts possess. 
Amazing does have some unique moves though and he is one of the best fighters,
despite Ultimate and his Rage Mode.

-Unique Abilities: Web Mace/Hammer attacks

The 1930's approach to Spider-Man, set in the darker, grittier New York. Not as
quite a skilled fighter, Spider-Man Noir must often rely on stealth tactics and
striking at his opponents from the shadows. Noir uses that spider agility to
get around, creeping in the shadows and waiting for that opportune moment. 

-Unique Abilities: Stealth takedowns

Miguel O'Hara, also known as Spider-Man 2099 is your friendly neighborhood
future Spider-Man. He is a great combat Spidey with a more acrobatic style
moveset. 2099 also possesses Accelerated Vision which temporarily slows down
time, allowing him to easily dodge attacks and get a jump on enemies. 

-Unique Abilities: Acrobatic attacks, Accelerated Vision

This Spider-Man has a fever, and the only prescription is more combat. Expect
a lot of big fights with this universe's Spider-Man who wears the black symbiote
suit. He can activate a Rage Mode that enhances your attack power greatly. The
symbiote suits provides a more unique moveset that incorporates its... er...

-Unique Abilities: Symbiote attacks, Rage Mode

So there you have it. For a breakdown of what to expect in each universe, check
out the Game Layout section just below. This section does not contain plot
spoilers, so it's ok to look.

Now what about their moves? Spider-Man: Shattered Dimensions does not hold back
on the attacks, special moves, and so on. There are a large number of abilities
to unlock and purchase. Many are universally available to each Spider-Man, but
some are unique to each one. 

| Game Layout         [bc03] |==================================================

This section will just give you a very general and brief overview of how the
game will play. More specifically though, this will outline the key differences
between the four universes. This is a very general overview, nothing specific
and nothing containing spoilers. 

So what can you expect. Each of the levels will vary, even greater between the
four universes. However, they each follow a fairly continuous pattern. 

You will often face off with a super villain at the get go or the very near of
the start of the level. You'll face off with their minions as you try to make
your way through each unique setting. You may end up facing the super villain
along the way again. There may be small puzzles, civilians that need saving,
and other obstacles until finally, you reach the end of the stage for a final
showdown with your super villain. 

As I mentioned previously, the Amazing universe is a pretty standard one. It's
the basic universe with no really huge, special surprises. Don't be fooled
though, this universe has some of the best levels in the game. 

The Noir universe is less combat focused, and instead more about stealth. The
setpieces will be dark areas where Spider-Man must lurk in the shadows. The
name of the game is stealth and that means striking at thugs when they are
vulnerable. From high perches, or from right behind, Spider-Man has to take
down thugs without relying on just punches and kicks. As Noir Spider-Man, you
will also have to save lots of civilians. 

Since stealth is the focus, remaining hidden is a key. Enemies can spot you at
short to medium range when Spider-Man is revealed by any sort of light. Paying
attention to any moving lights is key. You have the freedom to approach from
the walls, high perches like lamp posts, or on the ground, just keep to the
shadows. When you are spotted, enemies focus on the last spot they saw you. Flee
to the shadows and you'll often be safe.

2099 is mostly just a combat universe but also involves a lot of traveling and
some civilian rescue as well. Spider-Man 2099 will often have to tackle with
the boss, his minions, as well as the Public Eye soldiers. 

One thing that sets 2099 apart is the free fall mechanic. You'll have a few
sections of the game where Spider-Man will just divebomb toward the ground,
usually pursuing an enemy. 

Ultimate is all about combat. The symbiote enhanced spider has greater combat
power with his Rage Mode. Expect a few "escape" segments to pop up a couple
times where you must swing away for dear life. Other than that, it's mostly
going from battle to battle, chasing your villain. 


===============================| Challenges and the Web of Destiny      [bc04] |

This will be brief, but it will just introduce the challenges to you. There are
180 challenges in the game. Each level has 15 challenges. You'll find that a lot
of them are quite similar to each other on each level. Some will be obtained
automatically just by playing through, others you have to go out of your way
for, and some, you gotta work really hard to get. 

What's the reward? Well, lots of things. Let me talk about the Upgrades just
briefly. You can get more info on the Upgrades specifically in the next

---The Upgrades---

On the Combat and Character Upgrades sections of the Web of Destiny menu, there
are many useful enhancements you can purchase for your four spider warriors.
These range from health upgrades, to general or individual combat moves, to
new costumes! 

Many sections are blocked off though until you've completed specific numbers
of challenges. The more you complete, the more upgrades that will be unlocked.
Therefore, the better and stronger your Spider-Men become! 

---Spider Essence---

Just unlocking the upgrades doesn't award you with them though. Once they are
unlocked, you need to spend Spider Essence on them. Spider Essence is basically
your Experience Points (EXP). You get them from beating enemies, destroying
certain things in the environment, collecting Spider Emblems, Hidden Spiders,
and most of all, for completing challenges! The more challenges you complete,
the more you get and the more you can spend on your upgrades. 

I'll be covering as many of the challenges as I go through the game. For a
section on the Challenges specifically, go to the Extras section of the guide.

| Other Gameplay Sequences      [bc05] |========================================

As I alluded to before, the gameplay will occasionally change up a little bit
every now and then, presenting you with different segments. 

"Escape" Sequences
This has you running from something. The object is pretty simple--get the hell
out of there. Web-Swinging is the fastest option more often than not. 

2099 Free Fall Sequences
In the 2099 universe, you will have some free fall sections. Here is a brief
control layout for it. 

|Action                  |PS3 Button             |
|Move                    |Left Analog Stick      |
|Dash                    |X                      |
|Grab                    |Circle                 |
|Attack                  |Square                 |
|Accelerated Vision      |L1                     |

First Person Combat
Against a lot of the bosses, you'll get very up close and personal to them at
one point or another. In these instances you will have to go hand-to-hand and
use the Analog Sticks to beat on your enemy, as well as dodge their own

Left Jab: Left Stick Up
Left Hook: Left Stick Left
Left Overhead: Left Stick Right

Right Jab: Right Stick Up
Right Hook: Right Stick Right
Right Overhead: Right Stick Left

During these fights, the villains will strike back. Time will slow down and
you'll be given a dodge prompt. Hold the Left and Right Analog Sticks down
when the prompts appear to dodge. 

        /   WALKTHROUGH                                                [sd00]  |

Well here we are, ladies and gents. The most integral piece of this guide. If
you're looking for help getting through the game, then this is the place. I'll
be trying to detail as best as I can the levels and how to get through them.
I'm not perfect, but I'll be trying to provide the most efficient methods.

As mentioned before, there are very minor spoilers here. They are mostly just
in the way of names of villains being mentioned. I will usually not mention
them until you've already seen them though so it won't actually spoil anything.
Other than that, this section is spoiler free. 

The walkthrough was written with the "Normal" difficulty selected for all of
the levels so keep that in mind. Also, I'm going in a specific order of
Amazing --> Noir --> 2099 --> Ultimate. The game offers you one stage from
each universe in each Act. Then another set in the next Act and so on.

Let's get started, true believers!

| Tutorial                     [sdtt] |=========================================

The tutorial is rather brief and simple as you might imagine so I really won't
get into it much. If you can't get past this then I suggest you return the
game as soon as possible. 

You'll be charged with the oh so easy tasks of jumping up a ledge and then
double jumping up to another. After Madame Web and Spider-Man have their
little convo after that, you're then permitted to climb up the wall by pushing
the Left Analog Stick toward it. 

As you can tell, the tutorial is going to obviously just lay a few things out
for you. When you reach the top of the building, you'll learn about Spider
Sense and also Web Pull. Performing the latter on the large debris on your
left will complete this part.

You'll move on to another Spider-Man and learn some new tricks. Namely, the
Web-Zip and Web-Swing, both of which will be vital abilities. To Web-Zip, you
tap R2 when you see objects, platforms, and so on that have the yellow arrow
on them. It's helpful when in mid-air, between Web-Swings or when falling.

To complete the second part, Web-Swing across the large chasm, getting a feel
for the swinging. You need to let go by jumping and then hold R2 again to cast
another web to keep swinging.

In the shoes of this third Spider-Man, walk forward (or swing if you prefer)
to get a scene. 

Combat training time! The game will walk you through some of the combos. You
have the Fast Attack Combo (Square, Square, Square), Spider Strike (Triangle,
Triangle). After that, perform the Air Launcher by holding Triangle and follow
this up immediately with a Square, Square, Square combo. Once that's done,
you get three Public Eye officers to practice on. 

After that, it's on to the last Spider-Man. This last one is much more involved
and open than the other three. This will gameplay aspects unique to this world
only. You can use a lot of the skills from before though like swinging and

From the get go, you are given a chance to perform a stealth takedown. Do so
and pay attention to the two criteria you are given for performing takedowns.
Most important is that you can only do them with the enemy having their back to
you so keep that in mind. 

Drop down from your perch and go forward a little. You'll quickly see a prompt
for another takedown. Do that and keep Spider Sense on to see the other enemies.
Spider Sense will be helpful in this universe to see the positions of enemies
while you wait and hide and can plan your attack.

For the next two guys, you can go about it how you want, but to keep things
simple, ground takedowns when the enemies have their backs turned work just
swell for now. Just avoid being in the light and avoid their flashlights as

When the next two are gone, look for the next thug over to the top-left. He
is conveniently standing below a little perch. Look for the arrow indicating
that you can Web-Zip here and do so. From here, turn the camera until you can
see the prompt that allows you to do a takedown. Sweet.

Drop down and enter the tunnel he was guarding. Inside, turn on Spider Sense
so you see the next guy through the wall. Tread carefully and move slowly when
he turns his back. You can do a ground takedown and that's easy enough. If you
wish to be more daring, try to climb on a wall (but not the ceiling) and wait
til he turns his back, adjust the camera appropriately and see if you can do a
takedown from the wall. This might be a little too tricky though for

Approach the gate at the end and you can Web Pull it. Approach the fragment
and this is done.


Once that is over you get to start the first Act of the game. Normally there
are options between the four universes, but for now, you only have one. So just
scroll down a tiny bit more and let's go!


     _                         _             
    / \   _ __ ___   __ _ ____(_)_ __   __ _ 
   / _ \ | '_ ` _ \ / _` |_  /| | '_ \ / _` |
  / ___ \| | | | | | (_| |/ / | | | | | (_| |
 /_/   \_\_| |_| |_|\__,_/___||_|_| |_|\__, |
                     ____        _     _                 __  __             
                    / ___| _ __ (_) __| | ___ _ __      |  \/  | __ _ _ __  
                    \___ \| '_ \| |/ _` |/ _ \ '__|_____| |\/| |/ _` | '_ \ 
                     ___) | |_) | | (_| |  __/ |  |_____| |  | | (_| | | | |
                    |____/| .__/|_|\__,_|\___|_|        |_|  |_|\__,_|_| |_|

========================================| Amazing Level One             [sd01] |

The hunt is on, in many ways. Start by swinging across these first few
platforms. Keep an eye out for the spinning silver spider emblems. They are
located in many locations across the levels. They increase your health and
give you Spider Essence which will be detailed later.

Make your way through this jungle pass, picking up Spider Emblems (Spider Sense
makes it a little easier to locate them). Eventually you'll notice a very large
gate and then a scene starts up.

Once that is over, you get your first challenge (details below). That will segue
into a little intro into challenges. 

o-----CHALLENGE WATCH - Oversized door-----------o   <-- Look for boxes like
|The first challenge of the game was to get to   |   this, although I will make
|this door. Easy enough right? Some challenges   |   them much smaller than
|will be about this easy. Others will be quite   |   this. They will just be
|tough. The game will introduce you to the Web of|   reminders about challenges
|Destiny and talk about the challenges. Notice   |   as I will not waste space
|that new ones spring up. Pay attention as we go |   telling you what to do, but
|but you can rely on me to point out good chances|   I will still provide tips
|to get the challenges!                          |   on challenges when possible
o------------------------------------------------o   but mostly reminders.

---First Chasm---

With that done, move forward. You'll be presented with a large chasm. You'll
get some good Web-Swinging practice here, that's for sure. There's a challenge
for Web-Swinging five times consecutively without touching the ground. The
key is to get used to jumping out of one swing and into another. Swing once,
jump, then hold R2 again to start another. This large open chasm in front of
you makes a good place to try for the challenge.

You can get across this area almost entirely by Web-Zipping. There are many
tall pillars in place that will let you zip to them. If for some reason you
get disoriented, consult your Spider Sense and that will point you in the right
direction. Climb the wall at the end and you'll get a scene.

Finally, some combat! Kraven's thugs will make for good practice. The game
will introduce the Defensive Stance, a very helpful ability making use of
Spider-Man's great reflexes and Spider Sense. Holding L2 lets you automatically
dodge attacks from hand-to-hand enemies. 

This works well because there is a challenge that is available for dodging 10
enemy attacks. This is simple with your new Defensive Stance. Hold it while
enemies close in to attack. It works only for enemies that use their fists. You
can dodge bullets too though. 

For fighting back, simple attacks work best. The Spider Strike in particular
will hit hard. You will be under fire from other enemies though. The Air
Launcher helps you get more "alone time" with one particular guy. Then combo
him in the air. As you pick them off, you'll be close to getting another

Swing across the next chasm, looking for a large nook on your right. This has
more enemies with which to fight. More practice and more Spider Essence. Beat
up on them using the Spider Strike and the Spider Attack combos. Air Launcher
also works of course. 

Done cleaning up that mess? Alright, moving on. Returning to the chasm, swing
across a bit more but look for one other nook on the right again. Slip in here
for more baddies to beat up.

Once again, you can start working on another challenge. Notice the jars around
this room. They can be targeted and thrown. Press Circle when you are targeting
one (which is sometimes difficult with enemies around) and hit Square or
Triangle or Circle once you've grabbed it to knock it at an enemy in one of
three ways. Do this 10 times for another challenge.

The enemies here won't give you much trouble either. You have also possibly by
this time completed your third challenge, which brings up the Combat and
Character Upgrades. You can use your Spider Essence on some abilities or other
nifty upgrades. For now, I'm going to save mine but I'll be upgrading soon. If
you want, go ahead and get what you want or wait. I will give some suggestions
but the choice is 100% yours in the end.

o--------------HIDDEN SPIDER ALERT!---------------o
|Before leaving this room, look on the wall to the|
|left from where you entered. You should see a    |
|gold spider on the wall above a torch. Crawl or  |
|jump up there to collect it.                     |

Continue now and climb up the wall at the end of the chasm. More thugs will
ambush you. Continue to employ Spider Strike and Spider Attack or new moves if
you got some. There are also plenty of jars up here to continue working on the
Broken Artefacts challenge if you wish. Climb up the next wall now.

Inside this next room, a few hunters armed with machetes will attack you. You
can't dodge these attacks just by entering Defensive Stance. You need to pay
attention for the Spider Sense tingle above the head of the enemy, right before
they strike and either tap L2 or if you're already in Defensive Stance, hit
X and use the Left Analog Stick to roll out of the way. Either method will work
for dodging armed combatants. 

Strike back furiously, using Air Launcher to isolate one enemy at a time and
pick them off. A third will come through the door, alone and he should fall just
as easily.

---Second Chasm---

In the next corridor, Web-Swing to the distant platform and grab the golden
Spider Emblem. Enter the door on the left for a scene. After that, you have to
cross another wide open area. You'll need to swing or Web-Zip your way across
while gunners perched on the pillars take shots at you. It's nothing to worry
about and if you Web-Zip at their pillars, you'll knock them off, which is,
by the way, good for a challenge. 

There is a room on the left where more gunners are positioned. You can drop in
to say "hi" with your fist and take care of them. The same combos work fine.
Leave once you're done.

o--------------HIDDEN SPIDER ALERT!---------------o
|As the path in this chasm starts to bend to the  |
|right, look for a rock wall on your left with a  |
|lot of ivy and vegetation. Perform a Web Jump    |
|(hold X in mid-air) and continue doing this to   |
|get higher and higher. You'll see a ledge above  |
|that ivy. Land here and look for the spider.     |

Continue across this ravine. You will see more gunners perched on the columns.
There are five of them total in this area, which is the exact amount for the
aforementioned challenge. Be sure to get them by Web-Zipping toward where they
are standing. 

Catch up with Kraven at the end and he will take off again. Cross a fallen tree
trunk, collecting a golden Spider Emblem. On the next platform, you'll fight
a new enemy. This stronger hunter will be a good opportunity for the Web-Strike
tutorial. This is also tied into a challenge. Performing 10 Web-Strikes on

You can do all ten Web-Strikes against this one guy for the challenge. It does
not do a ton of damage and this is a stronger enemy so it works well. Mix up
your combos here, launching him in the air too when you want. When he goes
down, a slew of other hunters rush in. Spider Strike and Spider Attack your
way to victory.


Before moving on, let's upgrade, shall we? Again, these are just suggestions.
You can do them whenever you want and however you want. Don't feel obligated
to pick what I do. 

I recommend Web Shots (cost: 1000) from the Combat Upgrades. Then, from
Character Upgrades, I went with Health +1 (cost: 2000), Rage Mode Duration +1
(cost: 2100), and Accel. Vision Regen +1 (cost: 2200). I had much more left over
but I decided I didn't want to spend it for now. Most of these upgrades I chose
because they will come in handy very soon. 



Move into the next room. After a scene, you will have a lot of enemies on your
hands. The game also teaches you about the Web Strike Evade. Just briefly, when
you Web Strike, if time slows down and the enemy has a Spider Sense tingle above
them, mash X to evade at the last second or they will counter you. Most larger
enemies do this often. 

o-----CHALLENGE WATCH-----o   You'll have a large group of enemies to contend
|                         |   with here. I recommend sticking with the Air
|     [HUNTER'S PREY]     |   Launcher --> Air Rush combo and the Spider Strike
| ----------------------- |   mostly in this fight. The Spider Strike can often
|Defeat all the enemies in|   hit other enemies and with the benefit of an 
|      four minutes!      |   aerial combo, you avoid the other attackers and
o-------------------------o   it also deals great damage. If they crowd you,
                              break away and just focus on one at a time. The
larger enemies will be a bit more of a nuisance. Use Air Launcher and Air Rush
on them exclusively.

You have four minutes to defeat all the enemies here for a challenge. It's
plenty of time so don't rush. Just be sure to get the enemies on the waterfall
platforms on your left (from where you entered). There's a few gunners here. 
More big hunters attack as well, followed by one last gunner. Defeat them all
and you're done. 

Before you leave, there are a few things to check out. First of all, be sure to
collect the plethora of Spider Emblems situated around here. Use Spider Sense
to make tracking them a bit easier. Oh and yeah, there's one other thing...

o--------------HIDDEN SPIDER ALERT!---------------o
|To the right of where you entered (opposite the  |
|waterfalls, there is a small alcove with a few   |
|stairs in front of it. Enter this and the spider |
|is right there on the wall.                      |

Find the open door and enter. This corridor is filled with traps, including the
very blatant trip wires. Jump over these, but beware that you cannot Web-Jump
or Web-Swing for now. Climb the walls by wall-crawling and make your way

o--------------HIDDEN SPIDER ALERT!---------------o
|Stop when you find a fountain with a Spider      |
|Emblem inside. Turn around and look up at the    |
|wall that was behind you. There's the spider. But|
|you have to Wall Crawl up the adjacent wall to   |
|get it and that is by no means an easy task. It  |
|is very annoying but you can get there.          |

---Sniping Area---

In the next area, you will be taken to a new perspective as one of Kraven's
snipers tries to pick you off. As you make your way to the first platform of
enemies, be aware of the shift and adjust to it. The crosshairs and Spidey will
let you know when a shot is incoming. 

Try not to get too deeply involved with attacking and when you see the red
circle start to form, hold L2 to dodge the bullet. This is also what you need
to do ten times for another challenge. This is the only area to do this in too.

So watch the crosshairs but also focus on the hunters. Simple combos work fine,
perform whichever you wish. Once they're all down, stand in front of the tree
in the top-left. Stand close to it and hold L2. If you're positioned right, the
bullets should be dodged and hit the tree instead. Two bullets is all it takes
to knock it down, creating a bridge. 

On the next platform, it's more of the same. These enemies are a little tougher
though so be careful. Try to use Air Launchers when possible. Web Strikes also
work well because they pull you out of the sniper's sights really quickly for
a moment. Keep dodging bullets and dodging sword attacks, and strike back.

Stand in front of the next tree and dodge another pair of bullets to get it
knocked over. Cross this trunk, collecting the gold Spider Emblem and stop at
the next platform.

Nothing different here. Just be aware of the fact that the gunners here can
sometimes be obscured by the foliage. Defeat all the hunters before moving on.
Go up the stairs and cross the water to the next platform. More hunters. Again,
I'd recommend sticking with quick combos like Spider Attack or going with
Aerial Launchers and Air Rush combos. Cross the water one more time to the
last group of enemies. 

o-----CHALLENGE WATCH-----o   Defeat them and again, watch the crosshairs. As
|                         |   you have no doubt noticed, the sniper fires four
|     [SITTING DUCK]      |   times, then reloads. These are the perfect chances
| ----------------------- |   for longer combos.
|This is your LAST chance |
|to get this challenge!   |   Once you have dealt with them all, cross the tree
o-------------------------o   trunk over to the final platform and your exit.

In the next room, you'll get a brief interim fight with two machete-wielding
hunters. They're easily disposed. I used Spider Attack combos and chained them
into Aerial Launches (Square, Square, Triangle (hold), Square, Square, Square)
and this worked very well. Enter the next room once you've dealt with them.

In this arena like room, you'll tussle with a very large hunter with a giant
club. These guys won't react much to your attacks and they will strike back.
You have to get used to manual dodging with the Defensive Stance and also making
your combos here very short and sweet. Keep an eye on this guy as you wail on
him. When he raises his club to attack, holding L2, hit X and roll out of the
way. Get back in, get a few more quick jabs in, but not too many, and rinse and
repeat. You can Web-Strike as well, but be ready to evade. 

Spider Attack is a little quicker and therefore a little more efficient than
Spider Strike here. Either works fine and of course, Aerial Launch will not
work so try not to get into a habit of using it on these guys. Keep backing away
when you need to. Watch for the overhead club attack where he swings it down at
you. Dodge this and he will be vulnerable for a few quick seconds. Weaken him
enough and a grab prompt appears. Hit Circle to perform a finisher and also
earn another challenge!

Once he goes down... guess what?

                                 MID-BOSS FIGHT

Your first boss fight. Yay! So as you might expect, Kraven is an agile and
gifted melee combatant. In this arena, his attacks consist of mostly melee
attacks. He will lunge at you for a quick combo (this can be dodged in Defensive
Stance). The has another lunge which can't be blocked (you can tell by the
Spider Sense tingle). He will also throw his daggers at you sometimes. 

Now for beating the snot out of him. Well he is vulnerable most after he
attacks. Spider Strike works well but so does any other of your limited arsenal
of moves. Aerial Launch will knock him in the air but he falls back down so you
can't combo him up there sadly. 

After some damage, Kraven charges up with energy and then the floor will soon
be pierced by several spikes. Fly to safety by Web-Zipping to one of the high
perches around the arena. The damage from the spikes isn't much though so don't
worry too much. Preferably, Web-Zip to the perch Kraven is on to knock him off.
Get off of it after that though because he will jump back up and piledrive
Spider-Man into the ground! Ouch! Also be wary of the dagger throw here. 

Keep up your attacks and you'll get up close and personal. You'll be tutored
on the first person fighting mechanics then you have to dodge three attacks
consecutively by holding the sticks down at the right moment. After that, you
can beat on Kraven as you wish. The less you repeat the same hands and the same
sort of punch, the less Kraven will block. Keep up the assault, and dodge if
he ever attacks again. After a while, the fight will resume as normal.

Kraven adds a few more attacks now. One is a quick jumping attack which you can
easily roll out of the way of. The other is a more advertised jump attack where
he gets really high into the air and time slows down a little. Also very easily
dodged by rolling. Sometimes he will get tired, giving you the perfect chance
to attack. The spikes will also pop up every now and again so be ready.

He'll be more defensive here so use Aerial Launcher to break his guard, even
though you can't combo him. The best thing to do is just play defensively as
well and wait for him to attack. This gives you the best opportunity to hit him.

Once the fight is almost done, you get to beat on him in first person again.
Mix up your attacks as much as possible and dodge when you are prompted. After
that, it's another scene. You automatically get another challenge too. Schwing!


Outside, collect the Spider Emblem. Swing across to the next platform. There is
a temple-like doorway here. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Before walking through this next door, go to the |
|left of the door. Around the side, on the wall   |
|here, you'll find another Hidden Spider!         |

Go inside now. There are giant tree roots on your left in this room. I'm saying
this just so you know where we are because...

o--------------HIDDEN SPIDER ALERT!---------------o
|This Spider is sometimes on the floor right in   |
|front of you. Other times he may be on the wall  |
|on your left as you enter, to the right of the   |
|giant roots. Use Spider Sense to help you.       |

The door in the back will slide open. Proceed on through for a scene. Oh no.

---Elevator Ride To The Top---

Anyway, your goal here is to raise an elevator to the top so you can eventually
ride it to the final battle. This area is very large and a little confusing at
first so be sure to have Spider Sense handy.

Walk forward, collecting the gold Spider Emblem. Notice the back wall where it
looks like a switch. Approach this and look at it in Spider Sense. It is lit up.
This is one of the switches you need to Web Pull to raise the platform. Do it
here for the first one. Spider Sense will help you find the others as they are
highlighted clearly. 

Make your way up now, using Web-Jumps (hold X in mid-air) and get on to what
would be the second floor of this room. It's a little confusing I know, but
look for the elevator you just raised. The "second floor" is on the same level
as where the elevator currently is. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Once you have identified you're on the second    |
|floor of this large room, look for a corner of   |
|this floor where there is a little corridor. You |
|can see the spider inside. It's just to the left |
|of a big staircase.                              |

Make your way around this room to where the enemies are on the second floor.
They're standing in front of the next switch you need to pull. Air Launchers
into Air Rush combos work well in dispatching enemies fast just simply by
knocking them off the platforms. 

Pull the switch and the elevator rises again. Climb up the big wall in the back
of this room to the next floor. Turn right and jump onto the next platform and
defeat the two enemies here. Next, Web-Zip across the objects here to reach the
next platform. A large goliath enemy appears along with some lesser ones. Focus
on the small ones first since they'll go down easier, while watching out for
the big one.

When big boy's by himself, use the same tactics as before. Go with quick combos
and be ready to roll out of the way quickly. Try to lure him into doing the
two-handed overhead smash. Dodge this and strike while he's defenseless. You
will eventually weaken him enough to perform the grab finisher. 

Pull on the switch located right near here and this raises the platform yet
again. To proceed, try to Web-Zip straight up above you and Web-Jump as well
to make your way to what is ostensibly the fourth floor. There are more enemies
to deal with, including some guarding the fourth switch. 

o--------------HIDDEN SPIDER ALERT!---------------o
|The last spider can be found on the fourth floor |
|of this large room. Again, if you have a hard    |
|time judging this, use the elevator as a         |
|reference. The platform you want is just about on|
|the same level as the elevator after raising it  |
|three times. There is one platform on this level |
|where there is one and only one enemy by himself.|
|He is surrounded by torches. Go here and kick his|
|butt. Look for your spider on the wall here.     |

That gives you the Spider Collector challenge if you got all eight. Schwing!
Now, moving on, pull that fourth switch and then Web-Zip, Web-Jump or just
climb your way up. On this final platform, a bridge-like platform, one last
swarm of guys will appear. Note that this is your last chance to get a few
of the combat challenges so be aware. 

Try to use Air Launcher and Air Rush to knock guys off easily, including the
slightly bigger hunters. The rest should be easy, leaving the two goliaths as
your big obstacle here. To make things easier, try to lure them close together
and then lure them into hitting each other. This makes killing one very, very
easy. Deal with the other after that by being careful and striking when the time
is right. 

We're ready to go but before we do, let's say we upgrade again, savvy?


Again, these are just suggestions. I got the Grab Uppercut (cost: 1200), and
the Air Recovery (cost: 1300), Bird Eater (cost: 6000), and Disarm
(cost: 10,000) from Combat. I didn't get anything from Character upgrades and
saved the rest of my Spider Essence.

Pull the final switch here and you'll ride the elevator upward to...

  _  __                          
 | |/ /_ __ __ ___   _____ _ __  
 | ' /| '__/ _` \ \ / / _ \ '_ \ 
 | . \| | | (_| |\ V /  __/ | | |
 |_|\_\_|  \__,_| \_/ \___|_| |_|


Kraven has become more powerful due to the fragment. His attacks have changed
and this whole arena accents a different strategy all together. He now has a
two-part lunge attack where he moves very quickly. Dodge this to the side and
then strike back. He will do a charged lunge where he charges up with yellow
energy around him. Wait a second and then dodge hard to the side. The timing
will take some practice. 

He will still do the jump attack from before, and this can be dodged easily.
That covers his attacks for the start of the fight. 

The best strategy is to be defensive and attack again when he is vulnerable,
right after he does. Dodge his two-part lunge and his jump attacks, then fire
back with Spider Attack or Spider Strike. Try to avoid Air Launch since it
won't let you combo him. He moves a lot faster but it won't really make a huge
difference. Sometimes Kraven will stop and be short of breath. A Circle prompt
appears above him. Run up and grab him for a decent amount of damage. 

There is a challenge present in this battle: Destroy 10 pillars. This can be
done in a few ways. You can stand in front of one and try to lure Kraven into
lunging at you. He will break it if you dodge. Another way is to wait until
Kraven hops onto one of these. Web-Zip at him to do a Zip kick. This destroys
the pillar as well. The last way is to jump on one of them yourself by 
Web-Zipping. Wait for Kraven to attack you. Time will slow down, giving you the
chance to escape. He will be stuck and then break the pillar himself. Do any
combination of these methods (I used the last one a lot) 10 times to earn this

One thing to look out for is when another large energy mass appears around
Kraven. this one is different than the charge attack. You will notice Kraven's
life bar increasing. Attack him when he does this to stop the healing. 

One other new attack he will deploy when his health dwindles is the dagger
throw. This time though, they will stick in the ground. If you can target one
of them, grab it with Circle and throw it at him (Square, Triangle, or Circle
after you have already grabbed it).

Keep up these tactics, dodging his attacks. They become easier to recognize
once you've seen them enough times. If he jumps on the pillars a lot, knock
him off by Web-Zipping at him. Once he loses enough health, he will flee to the
high ledge above. Web-Jump up high enough then move toward him and you should
automatically end the fight. 

Well done, you've completed the first level of the game! 



 _____       _     _                 ___  ___              _   _       _      
/  ___|     (_)   | |                |  \/  |             | \ | |     (_)     
\ `--. _ __  _  __| | ___ _ __ ______| .  . | __ _ _ __   |  \| | ___  _ _ __ 
 `--. \ '_ \| |/ _` |/ _ \ '__|______| |\/| |/ _` | '_ \  | . ` |/ _ \| | '__|
/\__/ / |_) | | (_| |  __/ |         | |  | | (_| | | | | | |\  | (_) | | |   
\____/| .__/|_|\__,_|\___|_|         \_|  |_/\__,_|_| |_| \_| \_/\___/|_|_|   
      | |                                                                     

| Noir Level One             [sd02] |===========================================

Ready for some stealth action? First and foremost, as I mentioned before, I'm
doing these levels in a specific order. You can do them in any order you want.
If you're ready for Noir though, then let's get going. 

---First Yard---

After the opening scene, you'll start out on a lamp post and you'll get a good
view of the first area of this level. Listen in on the conversation below if
you wish. We're gonna start get moving when they're done. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Immediately at the beginning as soon as you have |
|control, turn around. The spider is behind you,  |
|on the underside of that tunnel that is blocked  |
|by a gate. There are a few parked cars below it. |
|You should see it crawling under there the arch. |

Obviously, we're aiming for stealth takedowns over hand-to-hand fighting now.
The closest thug is too close to the large group right now so wait above him.
Ignore the takedown prompt and just wait for the large group to turn around.
As soon as they do, you may strike, yanking him up to where you are. Try to
do the high takedowns for now instead of getting on the ground, but you can if
you want. 

Follow this railing forward and the second thug can be taken down the same way.
Just make sure his back is turned and like before, make sure the camera is
angled properly or else the takedown prompt will not show up. 

For the third guy, you can sneak up on him from the ground (avoid standing in
the lighted areas) or you can attack from the containers near him or a wall.
Once you've taken them all out, approach that group from before in the top-left
corner and a scene will start. 

After that, you've got more thugs to take out. Use Spider Sense to see them all
highlighted in red. There's only two, but you'll notice one is guarding an
innocent civilian who you must save. 

I like to start on the moving thug who paces back and forth. Approach him from
the left side, away from the other thug guarding the civilian. Try to go for
a ground takedown, giving you some distance and wait for him to turn his back.
That leaves only one to go. For him you can easily take him out by Web-Zipping
to the lamp post directly above him. Simple. These are the first five thugs
in the level and if you manage to get them all without being spotted, you'll
complete the "Stealthy" challenge. 

To save the civilian, approach him on the ground and press Circle. He'll open
a gate to the next area for you. But be sure to search this area for Spider
Emblems and also...

o--------------HIDDEN SPIDER ALERT!---------------o
|To the very left of where the civilian was being |
|held hostage, there are some large cargo         |
|containers. Behind one of them is the spider.    |

Walk through the opened gate and you'll see more enemies ahead. Look for a
thug on the right side of the train here and try to yank him for a ground

There's another one up ahead on the left side this time. I will mention that
there are three challenges for performing three ground takedowns, three wall
takedowns, and three close range takedowns respectively. The ground ones are
easy--you can do one on this guy--and this should be an easy challenge. For
wall takedowns, the same rules apply, you must be in the shadow and your target
must turn his back. Just climb a wall near this second thug if you want to try
it and wait and angle the camera properly. You do not need to move high on the
wall at all, just stick to it and cling there. Do three takedowns from the
walls to get the "Against The Wall" challenge. 

There's one last thug in the top-right. You can go on the ground or from the
wall. Just watch his flashlight carefully and attack from behind. Save the
civilian on the left after that and he'll open the gate. On to the third area.

---Second Yard---

o--------------HIDDEN SPIDER ALERT!---------------o
|After exiting the tunnel following the rescue of |
|the second civilian, immediately go to your left |
|in this new area. Look for a parked car here on  |
|the left side with its lights on. On the driver's|
|side of the car, the spider is just chillin'.    |

You've got three thugs in this area. The first two are near that little alcove
to your right. That is also where the next civilian is. Look for a Web-Zip
point inside there to the girders above them. Stay here and look for the thug
that walks back and forth and the other that stays still. Hover above the
stationary one and wait for the other to walk away. Takedown the first guy,
then either wait for the other to come back and do the same, or do whatever
type of takedown you wish to perform.

For the last guy, you can do what you want to. I will remind you one last time
though, there are three challenges for performing three wall, ground, and
close range takedowns. Close range require you to get very, very close to
your target on the ground. Approach them SLOWLY by tilting the analog stick
just about halfway or so. Moving faster will cause them to turn around. These
are a little risky so be careful. Once you're close enough the prompt appears.
Do these three times to get the "Whispers In The Dark" challenge.

Now once you've saved this civilian, be careful. There is one thug and one
thug only in the next area, but he can spot you from the other side of the
gate when you're standing in the moving spotlight. Wait for the light to
move to the left and then pass through after the civilian opens the gate. You
can take out that thug from the lamp post above him. There is also a challenge
for five takedowns from perches such as that and you might have gotten it by

o--------------HIDDEN SPIDER ALERT!---------------o
|In the back of this area, that is, the one with  |
|the lone guard under the lamp post just after    |
|saving the third civilian. The spider is on the  |
|back of a fuel tanker train car. It's between the|
|the back of the tanker and the far wall.         |

Look for an open window high on the wall to the left. Look for the Spider
Emblems which will guide you to it. Inside, sit back for a quick scene. Creep
along this grating and around the corner. When all the talking is over, grab
the emblem here and approach the wall. Using Spider Sense you can see that a
section of the wall can be pulled. Get closer and use Web Pull, then drop into
the next room.

Here you'll have many more thugs to prey upon. Starting with the two on the
walkway, you can get them both easily from the rafters above. Or, if you're
feeling more brave, you can try clinging to the walls or even standing on the
catwalk and performing stealth takedowns from afar or up close. Pay attention
to what challenges you still need and use that as a guide for what takedowns
you should do, but do not make it harder than it needs to be. The easier it is
for you, the better.

For those on the ground, between the trains, long range ground takedowns will
work best. You can get close if you want to get the "Whispers In The Dark"
challenge as I mentioned before, but tread slowly. Just keep Spider Sense on
so you can see the thugs from the other side and pick them off carefully. There
is another on the catwalk above and then the last guy guards the exit. The best
way to get him is to zip over to the walkway above him and slowly creep toward
the edge until you see the takedown prompt. 

Once the door is open, proceed on through, going around the corner until you
get a scene. 

                                 MID-BOSS FIGHT

This fight will incorporate the stealth-format of Spider-Man Noir so you'll
need to rely on brains a little more. It's still a rather simple fight. What
you have here is a small roundhouse where Hammerhead has a rotating platform
and a gatling gun that will tear you to shreds. Luckily, there are only so many
openings in the roundhouse so every wall between them provides you cover. Stand
behind these walls to shield yourself.

It's rather simple. The key is to stay in the shadows. You have two types of
lights to be aware of. There are Hammerhead's searchlights on his platform which
can move as the platform moves back and forth. The others are the large
spotlights around you. These are the more key lights that you need to avoid.
It doesn't matter if Hammerhead can't see you, if one of those lights does, he
will know where you are. 

So what you want to do is wait behind a wall while Hammerhead goes trigger
happy, and when he stops, he'll shift the platform around a bit to try and
look with his lights. When he does, go the other way and sneak around the

Now, here is the key part. Avoid the large spotlights at all cost and keep
going around until you are roughly behind Hammerhead. If you've avoided the
lights, he will not have turned around. Slip inside the roundhouse now and 
sneak up on him. A takedown prompt will appear. Hit Circle quickly to attack 
and deal some damage. Back away immediately to avoid the retaliatory fire. 

After doing this once, the lights will move a little more and there might be
another one; I'm not sure. Either way, do the same thing. Wait for the shooting
to stop, then when Hammerhead starts looking, slip into the shadows and avoid
the large spotlights, get behind him, and attack! 

Now I'll mention real quick that there are two challenges tied to this fight.
You get one for beating him. The other has to be done right now. You need to
force Hammerhead into destroying six of the pillars in the roundhouse. You do
this by luring him into shooting and just hiding behind it. It will take some
time and you'll have to keep going out into the open to make him start shooting
until it finally is destroyed. Continue this five more times and you'll get
the "Gatling Gone" challenge. Don't worry about your hiding spots, you still
have plenty left. 

Now, for the last hit, things get a little tougher. There are many more lights
around. Also, you might find lights hitting you as you're hiding behind the
pillars. This won't let you hide when you move away. You have to be in the
shadows when you're hiding. 

Find a pillar that is in shadow, then wait for Hammerhead to stop. Move out and
go to the back of the arena so you can walk around the spotlights and avoid
them. You'll have to go way out toward the outer reaches of this area to stay
out of the light. Make your way around, slip inside the roundhouse and pounce!
That will end the fight tidily. 


After the scene, you'll be back to stealth tactics. Three guards are sitting in
front of you, but let's upgrade first, mmkay?


I started with Web Strike Punch (cost: 6000), Aerial Grab (cost: 7000), and
Spider Rush (cost: 15,000) from Combat. For Character Upgrades, I got Health +1
(cost: 7500), and Essence Absorption +1 (cost: 7500). Get what you want or you
think you want and let's move on. 

With three guards in your midst, wait for them to break up their little pow-wow
and two of them will make their way toward you. Zip to the second rafter and
wait for them. One will be closer than the other so wait for him to pass you.
Takedown the other stealthily from above when he is underneath. Do the same on
the other on the first rafter or take him out any other way. The third guy is
easy, just wait for him to turn around and stay off the ground. Turn the corner
when you're done.

The next two guys up ahead are not only too close to each other to take out,
they can also spot you coming if you Web-Zip. Stick to the walls, and crawl
your way to the far end where there is a platform and a staircase leading up.
Climb up here to get out. Follow this path to the end where there is a window
leading out. 

---Final Yard---

After the scene, you're tasked with saving more civilians which means taking
out more thugs. There are five total so let's get started. 

o--------------HIDDEN SPIDER ALERT!---------------o
|On your left from where you start this wide open |
|area. There is a building with some large cargo  |
|containers stacked against it. The spider is on  |
|the wall of the building just above them. Again, |
|this is to the left of where you start this area.|

o-----CHALLENGE WATCH-----o   Start with the left side. Go over to where the
|                         |   water tower is. There is a civilian trapped down
|       [TAKEDOWNS]       |   here. Stay on the perch on the water tower and
| ----------------------- |   wait for the patrolling thug to look away. Take
|This is your LAST chance |   out this thug, then sneak up on the moving thug.
|to get specific takedown |
|challenges!              |

For the civilian, if you have trouble locating him, rely on Spider Sense. In
fact, you should use it a lot in this area, to know where your enemies are,
to see the civilians, and to find emblems and Hidden Spiders. This first one
is trapped inside a train car. Web Pull the bars off to free him. 

o--------------HIDDEN SPIDER ALERT!---------------o
|On the adjacent track behind the train car you   |
|pull the above civilian out of, there is another |
|train car that has open doors you can just walk  |
|into. If you need more description, it's attached|
|to a fuel car. Walk inside this train car and the|
|spider is inside.                                |

This time around, you have to take the civilians to safety. Pick this guy up
with Circle, now run or better yet, swing your way to the safe zone. You can
see this by turning on Spider Sense too. The safe zone is in the bottom-right
corner of this area (to the right of where you started) and it is a glowing
yellow circle. Stand in here while carrying him and he'll be saved officially.

Now while you're here, on the right side, notice the thugs around here too. Once
again, you have a stationary thug, and a patrolling one. Wait for the latter to
turn his back, then yank the other one from afar when you're standing on the
ground and pull him into the shadows for a beat down. Pull the bars off the
train car and take this next guy to safety.

Two down, three to go. Make your way toward the top-left of this area. Again,
use Spider Sense to see everything. Try to yank one thug into the shadows from
the ground. The other should be stationary between the containers, so you can
sneak up on him by climbing around these and approaching from behind. With
them down, find and save the third civilian. Instead of taking him back to the
beginning area, notice there's a second "safe zone" in the top-left corner. Use
Spider Sense to find it. It's near the opening of a blocked off train tunnel.
Drop him off there. 

o--------------HIDDEN SPIDER ALERT!---------------o
|This spider is near the aforementioned second    |
|drop off area. As I said, it's in the top-left   |
|corner of the area, near the sealed off train    |
|tunnel. Well if you face this tunnel straight on,|
|there is a train car to your left that you can   |
|walk right into. The spider is inside.           |

o--------------HIDDEN SPIDER ALERT!---------------o
|Again, the best way to figure this location out  |
|is to use the second "safe zone" drop off area   |
|for the civilians as a reference point. It's     |
|located in the top-left, in front of a train     |
|tunnel. Face this tunnel, and go to your right.  |
|Around the train and in the corner here with all |
|the buildings, you should see a cargo container. |
|Search the far side of the container to find it. |

You will see two guys nearby standing relatively close together, guarding
another civilian. Let's leave them be for now. Let's back up a little and give
our attention to the right side of the area again. 

Three thugs in the upper-right area. Be careful here. I wouldn't go in 
carelessly. Wait and watch their patrols with Spider Sense. One thug will walk
out of the area, and sort of walk slightly toward the front of the area. Wait
til he turns back around to return and yank him away for a takedown. 

The other two you can go about any way, but I prefer to zip to the water tower
perch, getting the stationary thug when the other is not looking, then dealing
with the last one how I please. 

Drop off the final civilian and you'll get a scene. 

o-----CHALLENGE WATCH-----o   You'll be set on the railroad tracks with two
|                         |   possible tracks that a train can come rushing down
|   [EXPRESS DELIVERY]    |   from. You'll need to watch this or it will be
| ----------------------- |   curtains for Spidey. Oh, not to mention all the
|Beat the thugs in 2 mins!|   thugs you need to defeat. You have two minutes to
o-------------------------o   defeat all of them for a challenge. This is not
                              very hard. Just focus on one at a time and just
let loose nonstop with your attacks. Get them in the air for Air Rush combos.
If you bought Aerial Grab, you can chain that into it as well. Just watch out
for the trains as you fight. The good news is that if you are killed by the
train, the timer will start over. 

Also note that if you try to leave the "arena", Hammerhead's thugs will shoot
at you, so don't waste time doing that. Focus on the enemies and try to just
chain from one to the next and do not pause in between them. 

Once the big guy shows up, just go all out on him. You should hopefully have
about a minute left. It should only take 30-40 seconds to beat him. Use both
Spider Attack and Spider Strike, but roll away from his attacks. Wait for the
overhead smash and use that to your advantage by getting in some extra hits.
Just be aggressive, but not dumb. Make sure to avoid the attacks and then just
get right back in. Perform the grab as soon as the chance comes and you'll nab
the challenge if you did it in time. 

After the scene, you'll get a long walk into the tall building ahead. You'll
notice a great light emanating from within. Oh no, he didn't just....

 _   _                                     _                    _ 
| | | |                                   | |                  | |
| |_| | __ _ _ __ ___  _ __ ___   ___ _ __| |__   ___  __ _  __| |
|  _  |/ _` | '_ ` _ \| '_ ` _ \ / _ \ '__| '_ \ / _ \/ _` |/ _` |
| | | | (_| | | | | | | | | | | |  __/ |  | | | |  __/ (_| | (_| |
\_| |_/\__,_|_| |_| |_|_| |_| |_|\___|_|  |_| |_|\___|\__,_|\__,_|

Hammerhead presented me with a challenge, merely because I didn't know what to
do at first. Looking back, I feel a little silly, because he is surprisingly
simple as a boss. 

His attacks are well... limited. He will stand around and try to shoot at you,
but there are walls you can use as cover. You can't dodge his bullets so don't
try. If you try to get in close and attack him, he will beat you every time so
do not bother with that either. Trust me, don't do it. 

To actually hurt him, you'll need to start by throwing an object at him. There
are tons of large oil drums and other debris in the area. Pick one up with
Circle and then knock it at him.

Well that's all well and good but it doesn't actually hurt him... at all. Good
point. What it does do is make Hammerhead counterattack with a large bullet or
missile attack. Ok, so now what? Well what you want to do is to stand near the
large machines around this area. There are three of them, they should be easy
to identify; they're the only things that look like machines here. Stand near
or preferably behind it after you throw the object at him. You want to make him
shoot the machine. 

Once he shoots the machine, the place will be filled with toxic gas. This will
drain your health, so flee to the rafters by Web-Zipping. It has no effect on
Hammerhead although it prevents him from seeing you now. Good.

With the gas in place, switch on Spider Sense and find Hammerhead. He will move
to a spot in the area, just below some rafters. Zip to the rafters RIGHT above
him and you will get a takedown prompt. Bam! Now you just need to repeat the

Do this three times and he will be hurt. Very hurt. But he won't be beaten, and
you'll be out of machines. Uh oh. So what now? Well, pay attention as Hammerhead
will change tactics (as in, get very pissed off). He will now charge at you like
a bull. So play the role of the matador and say "Ole!" When he charges you, make
sure there's some distance, and wait for him to get close. Jump into the air
and get away from him and he will crash into the wall. This stuns him, giving
you the prompt to strike! Don't miss it!

Well done, you've beaten your first Noir level as well!


 _______  _____  _____ ______  _______  ______     _______ _______ __   _
 |______ |_____]   |   |     \ |______ |_____/ ___ |  |  | |_____| | \  |
 ______| |       __|__ |_____/ |______ |    \_     |  |  | |     | |  \_|
                                                          __  __  __  __ 
                                                            )/  )(__)(__)
                                                        .--'/  /   /   / 
                                                       (__ (__/   /   /  


===========================================| 2099 Level One             [sd03] |

We get to begin our first Spider-Man 2099 level now, and what a beginning it
is! Right from the get go, you enter a free fall sequence exclusive to this
universe. Chase your target faster by holding X to dash and when you're close
enough, hit Circle to grab him. 

Now there are two things you can do and they're both tied to challenges. The
challenge "Freefall Flurry" is awarded for punching goblin 25 times. You can
punch Hobgoblin after you grab him with Square. The other is "Cosmetic Surgery"
and you get this by grabbing him, but not punching, and instead steering him
into objects in the tunnel you will enter soon. This is tricky and to be honest,
it's kinda hard to make him hit into five things on the first try. Luckily, you
will have another chance later. Getting the 25 punches is easy though. Try for
both if you can, or mix it up and get some for both. 

Once you're done, you'll get... a boss fight?! 

                                 MID-BOSS FIGHT

First thing to note is that whatever health Hobgoblin lost, he will have missing
here in this fight. He is pretty predictable with his attacks. He will at first
just throw pumpkin bombs at you. These are easily avoided but can be used as
weapons (I'll get into that in a second). But first, there is a challenge you
can get right here and now. 

Make him drop his bombs three times for the "Drop Something?" challenge. The
only way to make him drop the bombs is to have the Web Shots combat upgrade
purchased. If you didn't get it already, go get it! When he pulls out his bombs,
fire at him with the Web Shots and he'll drop them. Do this three times for the

Now as for hurting him. Well, if you make him drop the bombs, he will fall to
the ground, stunned. This gives you a chance to melee him up close. Otherwise,
you can throw his bombs at him by grabbing them in the air with your web, using
Circle like you would throw any other object. Throw them back at him and he will
be hurt. 

Once you weaken him enough, he will have a grab prompt above him. Grab him to
finish him off and of course, he will run away. 


Before going any further, let's upgrade. 


This time around, I got Web Strike Bounce (cost: 6000), and Spider Swipe
(cost: 15,000) from the Combat Upgrades. from Character Upgrades, I got the
Rage Meter Regen +1 (cost: 7500) since Ultimate is coming up next. 


---First Street---

You will need to swing down this "street" and get to the end. Before you go too
far though, entertain getting another challenge. "Crow's Nest" is awarded if
you can get to the top of one of these tall towers you should see on the sides
of this area. The monorail train runs through them. You need to get very, very
high up into the air. Web-Jump (hold X) and keep doing that until you can
Web-Zip to the top. That gives you the challenge.

Swing across this area to the very end. The Public Eye, your typical enemies
in this universe, will show up and attack. If you got Disarm before, you can
use it on the gunners. They don't take too many hits though so melee works just
as well.

A few more will be dropped off and also will come out of the building. Dodge
their attacks by rolling and strike back with Spider Swipe if you got it. It is
a great combo. Air Launcher and Air Rush work well too. 

o--------------HIDDEN SPIDER ALERT!---------------o
|The first spider is located on this building.    |
|After dealing with the Public Eye for the first  |
|time, look for a perch above the doorway and to  |
|the right a bit. Web-Zip to this. You should see |
|a ledge a little bit higher and further to the   |
|right. Swing or Web-Jump over to this and find   |
|the spider here on this ledge.                   |

Enter the building now and you'll deal with even more Public Eye. For all the
enemies in this corridor, I recommend grabbing the benches on the sides of the
path and throwing them. This will satisfy a challenge as well, "Bench Press".

o--------------HIDDEN SPIDER ALERT!---------------o
|Before exiting this hallway, look for the little |
|blue circular insignia above the exit door. The  |
|spider is crawling on it. Jump up there and grab |
|it.                                              |

---Second Street---

In the next room, the glass is smashed open, creating an exit for you. Start
Web-Swinging and make your way across. The Public Eye will attack in their
Jet Bikes. This is also tied into a challenge. While airborne, if you can get
close enough (they move around a lot so it's a little tough), use Web-Strike
by hitting Circle to pull yourself at the Jet Bikes. This destroys them. Destroy
five for the "Air Traffic Control" challenge. 

Fight your way to the distant platform for a quick scene. This opens up the
tutorial on Accelerated Vision which basically slows down time and is tracked
by a meter under your health. Activate it with L1. You can't use it for very
long, but if you bought the regen upgrade, it will charge a tiny bit faster.

There are a few more challenges involved here so I'll just mention them real
quick and be done. The yellow Public Eye enemies have homing missiles. If you
activate Accelerated Vision, you can easily divert them at other enemies,
including the shooters. Pay attention to the missile guys and use Defensive
Stance to block the punches of the other enemies. When they line up the shot,
get ready and when the missile is launched, activate Accelerated Vision. Now
line shield yourself by trying to stand behind an enemy so that the missile
will hit them instead. As long as Accelerated Vision is on, this is easy. Do
this three times for "Boomshakalaka". 

The other challenge is defeating five enemies in Accelerated Vision. Going for
the previous challenge will help you toward this. You can get the rest by just
having Accelerated Vision on when you deliver the final blow to an enemy. So
obviously, weakening an enemy first is easier since you have limited time with
it. Do that five times for "Like A Blur". 

o--------------HIDDEN SPIDER ALERT!---------------o
|To the left from where you first came to this    |
|platform, above where the Public Eye missile     |
|enemy appeared during the cutscene, there is a   |
|little overhanging platform here. Web-Jump up and|
|find the spider just relaxing here in the future.|

After all the enemies are dead, Hobgoblin shows up again....

                                 MID-BOSS FIGHT

He hasn't changed at all here, but the big difference is that the Public Eye
will be attacking you as well. The only thing I will note here really is the
opportunity for the "Hot Potato" challenge. You get this by throwing Hobby's
bombs at five officers. 

This is kinda tough though. Grabbing them in mid-air is a challenge when there
are lots of other objects in your way that you might grab accidentally. I find
it best to stand back on the platform a bit, and wait until the bombs get close
enough. Grab them and then press the Left Analog Stick left or right, and as
far away from Hobgoblin as possible. Hopefully you don't throw them back at him
instead. If you can do this five times you'll get it. 

Otherwise, focus on throwing those bombs primarily at goblin. This is the only
way to hurt him here. Just throw enough back at him to kill him and that will
be that. 


Once you have control again, climb the elevator you find yourself in and look
for the Web-Zip point to enter the next room. Defeat the Public Eye officers
here. Note that there are more benches here to throw for the "Bench Press"
challenge if you still need that.


Enter the next corridor, where Hobgoblin awaits at the end. Swing over to him
and land on the next platform after he runs away.

o--------------HIDDEN SPIDER ALERT!---------------o
|At the end of this corridor, on the opposite     |
|platform is where you will find the spider. It   |
|is on the side of the platform though, on the    |
|front side, not on top of it. I don't think that |
|crawling is possible, so just carefully drop over|
|the side to grab it, then Web-Jump to safety.    |

Enter the next room for a fight. There is another Hidden Spider in here and
you have to get it before all the enemies are defeated!

o--------------HIDDEN SPIDER ALERT!---------------o
|This one is on the left as you enter this room.  |
|Above some doors on your left is another one of  |
|those blue insignias. The spider is on there like|
|the other so jump up there to grab it. Again, you|
|MUST do this before the enemies are defeated.    |

You have a melee enemies and some missile guys. Try to make good use of 
Accelerated Vision or just target the missile enemies outright. For the baton
enemies, remember you can't dodge them unless you roll. Use Air Launcher -->
Air Rush or Spider Swipe.

After a scene you will automatically enter another freefall sequence.

o-----CHALLENGE WATCH-----o   This part is similar to the first one so I won't
|                         |   get into much detail. Again, you can dash by
|   [COSMETIC SURGERY]    |   holding X down. The difficulty this time around
|            &            |   is that goblin will try to throw things at you
|    [FREEFALL FLURRY]    |   to slow you down. Using Accelerated Vision while
| ----------------------- |   falling may help. Veer around obstacles so you
|This is your LAST chance |   can close enough to grab him and punch or steer
|to get these challenges! |   him into objects.
                              If you still need those challenges, this is your
last chance to get them. For "Cosmetic Surgery" in particular, make sure you
time your grabs well. There are small gaps in between the tunnels where they
open up into wider areas. There are no obstacles here and you can only hold onto
goblin for so long until he gets away. Time it so that you grab him just before
you enter another section of the tunnel and then steer him into the obstacles.

When you touch down, you have... wait, really? Yes, another fight with him!

                                 MID-BOSS FIGHT

This is virtually the same as the last fight. You have goblin and you have the
Public Eye. On that note, this is your last chance for several challenges,
including "Hot Potato", and "Drop Something?" so make sure to get them if you
didn't before (they are detailed earlier in this section).

There is another challenge here though, "Who's Next", awarded for defeating
the Public Eye foes in four minutes. This is a very generous time limit,
especially since you can knock them all off the platform for easy kills. On that
note, make use of the Air Launcher --> Air Rush combo, especially on the
captain enemies who are taller and wear red armor. They take much more effort
to kill normally, so knocking them off makes it a lot faster and easier. 

Once they're dead, contend with Hobgoblin himself who will be defeated by his
own bombs yet again. Toss them back at him until he flies away, like a pansy,
yet again. 


Collect the Spider Emblems around here if you didn't already, then get to

o--------------HIDDEN SPIDER ALERT!---------------o
|Upon leaving the boss fight platform, notice the |
|circular arches up near the ceiling. You will    |
|spot them by their circular shape and the Web-Zip|
|points. Swing toward the one in the far back of  |
|the room and zip to it and claim the next spider.|

In the next hallway, the alarm will go off and Public Eye gunners will attack
you. They are easily defeated with a few melee attacks. Disarm works well too.
This is also your last chance for the "Bench Press" challenge. 

o--------------HIDDEN SPIDER ALERT!---------------o
|On the roof of this hallway where you fight the  |
|aforementioned gunners is where you'll find this |
|spider. He is on the ceiling of the corridor,    |
|toward the exit. Web-Jump or crawl up there.     |

Enter the next corridor where goblin awaits. He will fly away, like always.

o--------------HIDDEN SPIDER ALERT!---------------o
|This final spider is located in the triangular   |
|overhanging girder/structure thing near the      |
|ceiling. It makes a triangle shape and it is     |
|outlined in neon blue. The spider is resting in  |
|the triangle. You can't Web-Zip so do Web-Jumps  |
|which is also kinda hard because you can't do    |
|them consecutively for some reason. If that does |
|not work, you can crawl on the wall adjacent to  |
|the structure, then drop onto it and inch your   |
|way along and then try to drop onto the spider.  |

Make your way across and approach the elevator. Before we go to that amazing
view Hobby mentioned, let's upgrade. 


I went with Counter (cost: 5000) and Spider Fang (cost: 12,000) from Combat
Upgrades and that's it. From Character Upgrades I bought the Amazing Bonus
Suit 1 (cost: 8000), and Health +1 (cost: 10,000). Get anything you want.


Zip onto the elevator and it will take you up. Prepare for...

 _     _  _____  ______   ______  _____  ______         _____ __   _
 |_____| |     | |_____] |  ____ |     | |_____] |        |   | \  |
 |     | |_____| |_____] |_____| |_____| |_____] |_____ __|__ |  \_|

This fight is finally a little different than the rest. He will still throw
bombs and he will also do that wind counterattack. He has a new attack though
where he will glow for a short period, then divebomb at you. Where he lands,
rings of energy ripple out from around him and these will hurt you. In this
state, he is vulnerable to attack, but it's hard to do when the rings touch
you. Get as close as you can by jumping over them and then try to wail on him

For the rest of his attacks, he also has a bombing attack where he flies over
the platform and drops multiple bombs. They're tough to avoid but don't do much
damage. Avoid locking on him to escape more easily. 

Where goblin truly aggravates is when he rests on the center pedestal. He will
heal himself slowly while strange red goblins appear around you. Defeat them by
Web-Striking into them. They will die from one hit. You can chain these off of
each other without even touching the ground. 

Once they are all down, Hobgoblin emerges again and the fight continues. He
will toss his bombs so throw them back at him in mid-air. Be careful when he
throws two though, since the other one can hit you when you try to throw the
first. When you hit him, he will fall, stunned. Combo him with Spider Swipe or
Spider Fang if you have it or just the normal combos if you must. When he
regains himself, repeat this if possible.

He'll summon more gargoyles as he heals himself. Defeat them all quickly and
resume. To get the "Sweet Dreams" challenge, you need to defeat 20 gargoyles.
This should be pretty automatic as long as Hobgoblin doesn't die prematurely.
There should be enough of these gargoyles to satisfy the challenge. 

Other than that, this fight is simple. Stay locked onto Goblin at all times,
except when he bombs the platform. Run to the outer areas when he does this.
When he throws his bombs, toss them back and let him have it.

When you deplete his health, you'll enter a freefalling first person sequence.
Again, just focus on punching him as you did with Kraven and Hammerhead. Mix
up your attacks and dodge him by pulling down the sticks at the prompt when
he counters. Soon you'll crash into the platform and that will be that.

When victory is yours, you'll get another fragment and another job well done. 


       _ _   _                 _        
 /\ /\| | |_(_)_ __ ___   __ _| |_  ___ 
/ / \ \ | __| | '_ ` _ \ / _` | __|/ _ \
\ \_/ / | |_| | | | | | | (_| | |_|  __/ 
 \___/|_|\__|_|_| |_| |_|\__,_|\__|\___|     
                         __       _     _                                    
                        / _\_ __ (_) __| | ___ _ __        /\/\   __ _ _ __  
                        \ \| '_ \| |/ _` |/ _ \ '__|_____ /    \ / _` | '_ \ 
                        _\ \ |_) | | (_| |  __/ |  |_____/ /\/\ \ (_| | | | |
                        \__/ .__/|_|\__,_|\___|_|        \/    \/\__,_|_| |_|

| Ultimate Level One             [sd04] |=======================================

---First Outdoor Area---

Your next super villain will appear and after a brief intro, he'll summon up
his little minions for you to ki-- err, I mean, play with. They only take one
strike to kill, but they'll soon scatter to the high T electrical towers and
such. Web-Zipping at them will knock them off, but they have a tendency to
warp around so keep at it. 

A quick note. If the camera for some reason becomes kinda locked in place, just
hit Pause and then select Restart. It should hopefully be fixed. 

Before chasing your target, take the time to search this area for Spider Emblems
first. When you're ready, enter the tunnel to exit this area.

o--------------HIDDEN SPIDER ALERT!---------------o
|As soon as you enter the tunnel, look for a door |
|on your right and walk through this opening.     |
|Inside this small room, turn around and climb the|
|brick wall. The spider is way up near the top.   |

Go down the tunnel, where Electro will appear briefly, then run off. Wait
patiently for the door to open, then go inside the room for a scene. In here,
you have to rescue four workers. Use Spider Sense to help you find them. They
can be found on the platforms on the sides of this long but also tall room. 

The drop off point is at the end of the area so grab them one by one and swing
them over there. There is sometimes some weird and annoying glitch that crops
up here where for some reason, the game thinks a worker dies after you drop him
off. I don't know what causes this exactly, but I notice it more often when
Spider-Man drops onto the platform from really high up when holding a worker.
So if that has anything to do with it, try to avoid falling from great heights
so you can land more gently when carrying them.

Try to save them all as fast as possible and they'll open the door. Before you
proceed through, grab all the emblems you see. Also...

o--------------HIDDEN SPIDER ALERT!---------------o
|On the left side of this room, very high up at   |
|the very end, there is a platform with a doorway.|
|It's basically right above the exit platform     |
|where you drop off the workers, but very high on |
|the left side. Web-Jump continuously until you   |
|see it. Enter the doorway and like before, turn  |
|around and climb that wall to find the spider.   |

Go through the opened door and you'll enter a chamber where you'll have to

                                 MID-BOSS FIGHT

Electro has a few flashy attacks, but nothing too dangerous. At the start,
he will advertise a lunging punch. Spider-Man's Spider Sense will tingle,
warning you of the incoming attack so just dodge to the side. Strike back with
a combo. His other attack is a counter move. When you start wailing on him
look for the Spider Sense tingle again and watch Electro's body. He will charge
a small shockwave attack to counter you. So after a few punches, watch for
this, and then back away.

After you hit him a few times, he will use a new attack. He will rise into the
air and charge up power. You will see electricity gathering toward the center
of the platform. Learn to time this so that when he hits the ground, you will
be airborne. Jump or double jump out of the way of the energy attack that
ripples out. You can also just swing away but it's best to just jump over it
and stay close to him so you can attack. He will do this attack twice though,
so wait until after the second time before hitting him. 

Electro will float above one of the generators surrounding the center platform
and fire projectile energy at you. Look for him and Web-Zip at his location to
knock him away. When he returns to the center, get back and combo him.

After a little more damage, he will charge up a laser attack that he sweeps
slowly around the platform. Is he kidding or what? Jump over this and when he
is finished, attack swiftly with another combo, Spider Swipe or whatever you
wish. He will flee to a generator again so Zip Kick him off. Look out for the
energy attack as well. Time it right so that when all of the electrical energy
culminates around him, start jumping to avoid it. He will do this three times
in a row this time. 

Near the end, he'll use the laser attack so just run or jump over it. Wail on
him a few more time and he's done. 


Collect the Spider Emblems around here first before continuing. Stalk your way
down the tunnel and after fending off two creatures, venture into the next room.

Here you can get the challenge "Red Rush" by defeating the red electrical
creatures in one minute. This challenge is so appallingly easy that I really
don't need to say anything. I did it in 15 seconds and I think that was actually
a tad slow. So if you can't do this in one minute... for shame!

---Dam Area---

Proceed down the next tunnel and you'll be outside on the dam. There are two
challenges to watch for, one you can only get here and it could be easily

As you make your way down the dam, look for Electro's spawned creatures. But
more importantly, pay attention to the background. There is a truck on the left
up ahead. Electro will turn it on and it will come rushing at you. Be sure to
dodge it. 

As for the creatures, take them out and push forward. Electro will summon some
new ones, green creatures which fire lasers. They are important for getting the
"Laser Cut" challenge by having the lasers kill 10 other enemies. You can get
started here but there are plenty of other opportunities. If you want to try
here though, when the green ones appear, run past them and Electro will spawn
some red ones and another green one. Now run back in front of the first two and
they should kill the red ones. 

For the green ones near each other, run in between them and their lasers will
hopefully hit each other. Keep doing this and you can get "Laser Cut" easily
here. You'll have more chances though. 

Not too far ahead, watch out for the second truck. Stay out of its way and just
let it roll past. Keep moving as some red creatures attack you. They all go
down in one hit so no problem. Watch for the final truck on the left and dodge
it as well. If you dodged all three, you'll get the "Electruck" challenge. 

Up ahead, a group of four green creatures will attack. Go past them and make
them hit each other, then finish off who is left. Finally, your last opponent
is a large purple creature. These guys behave like most larger enemies. These
ones in particular though can be juggled in the air, sadly. You will need Air
Launcher to break their guard though if they block, but you can't combo them
after that. There is also a challenge for these guys too. Read below. 

The "Short Circuit" challenge is awarded for interrupting the "overcharge"
attacks these purple ones do. You can easily recognize this when they cover
themselves in like a purple shield or aura. It might take some patience, waiting
for them to do it. Once it does, throw a crate or other object at it to stop
it. Do this three times for the challenge. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Face the tunnel that will serve as your exit from|
|the dam area. Now go to the right. You should see|
|a pair of trucks with crane attachments. Well,   |
|on the driver side of one of these trucks is our |
|spider.                                          |

In the next room, you'll get a scene. After that, a tutorial on Rage Mode,
Ultimate Spidey's secret weapon. Make good use of it by defeating all the
creatures here and note how easy it is with the enhanced power. After this,
you can activate it any time so long as the blue meter is filled.

From now on, note that there is a challenge for defeating 50 enemies while in
Rage Mode so make use of it when you can. In the next area, a bunch of red
creatures attack... and are slaughtered easily. Zip up to the power lines now
and begin to cross. Pay attention to Electro. Some lines will be charged with
purple electricity which will slowly damage you. Others, Electro will send an
energy blast down so change from one to the next as you move forward. 

On the other side, take out the green and purple creatures, using Rage Mode if
you have it. 

o--------------HIDDEN SPIDER ALERT!---------------o
|After crossing the power lines, this next spider |
|is on the following platform. Look for another   |
|truck on the left. The spider lurks just behind. |

Follow the tunnel to the next area for another boss fight!

                                 MID-BOSS FIGHT

This fight is significantly different than the first. First note that these
generators in this area are aligned kinda in rows. Or at least, think of them
as rows. Electro will appear at the end of one and send a powerful surge of
electricity down the row at you. He might also teleport and appear in front of
you to hit you with his electric field. 

The key to hurting him is to be defensive. When he appears at the end of the
generators and sends his electric attack down, get out of that row. Strafe into
another row by going left or right. The energy attack doesn't have a wide radius
so if you leave the row, it will not hit you. Get back in there now and you'll
find Electro is exhausted. Attack him now with a few combos to weaken him. 

If you succeed in this a few times, Electro will appear above a group of
generators to heal himself. Web-Strike toward him to stop it. This will begin
the cycle again. Avoid the electric attacks by strafing and dodging, then close
in and attack. 

When Electro charges up again, note the appearance of the electrical creatures
on the generators. This is a great opportunity to work on the "Zippin' Zapper"
challenge so be sure to Zip Kick all of the creatures before going after
Electro. Web-Strike him when you're done to stop his recharge.

Continue this cycle. Electro will appear at the end of the generators, using
that energy attack. My preferred strategy is to run straight at him. Just as
he shoots the attack, I will roll to the left or right into another row between
the generators. Electro reappears in front of you, so what I do is I just keep
running at him until he does it again. Rinse and repeat. What this does is it
lets you dodge the attacks while closing in on him. Wait for him to tire out
and then strike again. Continue until this fight ends.


Collect the Spider Emblems around here first, then follow Electro into the
next tunnel. A few red creatures attack but go down very easily.

o--------------HIDDEN SPIDER ALERT!---------------o
|Inside this tunnel (that is, the one following   |
|the second Electro fight), there is a section of |
|the floor that is totally collapsed. Drop down   |
|here and the spider is right underneath where it |
|starts to collapse.                              |

---Outside the Power Plant---

This next area is huge and it involves a rather tricky challenge.

o-----CHALLENGE WATCH-----o   From the start, you are ambushed by a pack of red
|                         |   creatures. They will swarm you on this initial
|       [BLACK OUT]       |   platform. Take them out without relying on Rage
| ----------------------- |   Mode because they're very easy and there's not a
|Beat all creatures in    |   ton of them.
|four minutes!            |
o-------------------------o   You'll notice there is a timer counting down from
                              four minutes for the "Black Out" challenge. To
get this, you need to kill all of the creatures here in those four minutes.
There are four/five spots where enemies will come out. The first is the initial
platform after leaving the tunnel. 

Once they're all dead, quickly Web-Swing across to the distant platform in the
background. Land down here and a whole mess of reds will show up. They will
just keep coming, dozens of them. This is a great chance to go for "Raging
Storm" and "Enraged". "Raging Storm" requires you to land 25 hits in one Rage
Mode session. Rage Mode is lengthened by hitting more enemies. So the more there
are, the better. 

Once you've dealt with them, note the green and blue creatures on the lamp posts
above you here. Zip Kick them all off. Now make your way up the ramp quickly.
When you arrive in front of the power plant, you'll have more reds, greens,
and purple creatures to deal with. Use Rage Mode to make quick work of the
purple ones. This is another great chance to go for "Raging Storm". The 25
consecutive hits is easier with the purple ones since they take a few more hits
to kill than the red ones which die easily in one hit. If you don't get it,
don't worry. 

When you're done, go after the blues and greens on the towers and posts. Zip
Kick them off and you'll hopefully get "Zippin' Zapper" finally. Once you defeat
the enemies here, the door to the power plant opens. 

However, if you still see the timer running, that means there are still enemies
lurking. Hurry and go back down the ramp and search for some! This happened to
me and I missed the challenge. The next time it happened, I found a lone blue
creature at the beginning under the large crane and that awarded me with the
"Black Out" challenge. 

There's plenty of Spider Emblems around here for the "Emblem Collector"
challenge so be sure to look for them. There are also two Hidden Spiders here
to collect so grab them before you leave. 

o--------------HIDDEN SPIDER ALERT!---------------o
|For the first spider, backtrack to where you     |
|landed on the second platform, the one with the  |
|large crane and the big ramp. Face the ramp and  |
|go left, around it. Walk toward the end of the   |
|platform and turn this corner. The spider is     |
|there, on the wall.                              |

o--------------HIDDEN SPIDER ALERT!---------------o
|The second spider is on the wall of the power    |
|plant building itself. So go back up the ramp to |
|the top. Go to the right side of the building,   |
|where you will see a fenced off area with a lot  |
|of big electrical generators and structures. Hop |
|the small fence to where these are and go to the |
|wall behind them. On the brick wall back here, is|
|the spider, taking in the electric show.         |

Now, one last thing. Upgrade time. I waited this long on purpose (although you
absolutely do not have to wait) so I could have more stuff unlocked by beating
more challenges. 


With all the Spider Essence I had, I went a little crazy. I bought the Amazing
Charge Attack (cost: 7000), Goliath Strike (cost: 20,000). From Character
Upgrades, I perused and went with Health Regen +1 (cost: 8000), Rage Meter
Regen +1 (cost: 12,500) and the Noir Bonus Suit 1 (cost: 8000). 

When you're ready, enter the power plant.

---The Power Plant---

Your job in here will be to save five workers so they can help you move along.
The first one is on a walkway to your left. Grab him and drop him off in front
of the computers. The job isn't done though. You have to protect him from an
onslaught of red creatures. It's easy at first but they'll come in much larger
numbers and faster soon enough. Just one attack is all it takes though so just
fend them off by staying close to the worker.

o--------------HIDDEN SPIDER ALERT!---------------o
|In the top right corner of this first section of |
|the plant, not very far from where the worker is |
|dropped off, this spider can be found. In the    |
|top-right, there is a big number "2" on the wall.|
|The spider can be found near here.               |

Turn the corner, going left and you'll see two more workers. One is on another
walkway on your left. The other is down below on the floor. Grab them both and
set them down on the platform. Get ready to protect these guys as well.

Once again, they'll come slowly, then things will get more hectic. Luckily,
they will not attack both workers at the same time until the very end. The one
vice is that the two workers share a health bar. Not a big deal though. Just
stay vigilant and attack them as soon as possible. 

Move ahead and look for the final two workers. One is on a walkway to your
right. The other is on the floor to the left. Use Spider Sense to help yourself
out. Set them down on the final platform.

o-----CHALLENGE WATCH-----o   It starts with two green creatures and then the
|                         |   first horde of reds. This is a great chance to
|       [LASER CUT]       |   work on "Laser Cut" if you didn't get it already.
| ----------------------- |   Stand near where the platform meets the walkway
|This is your LAST chance |   so the greens aim their lasers there. The reds
|to get this challenge!   |   will die easily for the challenge.
                              This is also your last chance for a lot of other
challenges so try to mop them up if you can. As for the workers, all the enemies
will come from this walkway. They will come in large numbers at times though
and they will attack both workers. If you stand closer to the walkway though,
they won't get far. 

When you're done, a scene starts. Next, it's off to fight...

   __ _           _             
  /__\ | ___  ___| |_ _ __ ___  
 /_\ | |/ _ \/ __| __| '__/ _ \ 
//__ | |  __/ (__| |_| | | (_) |
\__/ |_|\___|\___|\__|_|  \___/ 

You'll immediately notice two things. Electro has gotten a lot bigger. Also,
the boss health bar says "Dam", not Electro. I think you see where this is
going. Think, electricity... water... water... electricity.

Electro will likely use a large sweeping energy beam. You'll need to double
jump over this. Web-Jump is not available. Time the second jump early so you
can clear over the beam in time. 

After this, Electro rests one hand on the platform as he recharges. This is
your chance. Run up to his hand and grab it with Circle. His hand will be
webbed up, he will yank it free and damage the dam. 

Electro will attack with the beam again. Jump over it and wait for him to place
his hand down again. Do the same thing to hurt him, err... the dam even more.
Electro will use the beam a few more times now consecutively so be ready. After
that, he turns his back completely, thinking he is being smart.

Look for the moving debris in the air and Web-Zip to it. Let a piece of debris
carry Spider-Man all the way to the dam. Drop down onto it. Surprise! Did you
miss me? 

Electro will smash his fist into the dam. Run from his jabs. I think dodge
rolling in Defensive Stance works, but maybe it just feels faster to me. Keep
moving though and the dam will take even more damage.

After that gets boring, Electro summons more electrical creatures. Now, you
could possibly get some of those challenges (so I guess this is technically
your real last chance) but your options are limited. Hopefully you got them
all before though. Defeat the creatures easily with a few attacks and prepare
for more beatdown from Electro.

As he smashes into the damn, you find yourself with less room to maneuver in.
Just focus on dodging the next smash though. He will eventually summon a purple
creature. Use Rage Mode if you have any. Otherwise, just break his guard with
Air Launcher when necessary, and use Spider Swipe or other combos and be sure to
dodge its attacks. 

Once you've done that, dodge Electro's fist again and then wait. He will charge
up one more punch, but lo and behold! The dam has come out on top! Watch the
scene that unfolds and the battle is over. 

With that, Act I is over. You'll get a story scene and then Act II will begin
officially with the opening of the next four levels for each Spider-Man. You
can do them in any order you wish but I'll be going in the game's order. 


     _                         _             
    / \   _ __ ___   __ _ ____(_)_ __   __ _ 
   / _ \ | '_ ` _ \ / _` |_  /| | '_ \ / _` |
  / ___ \| | | | | | (_| |/ / | | | | | (_| |
 /_/   \_\_| |_| |_|\__,_/___||_|_| |_|\__, |
                     ____        _     _                 __  __             
                    / ___| _ __ (_) __| | ___ _ __      |  \/  | __ _ _ __  
                    \___ \| '_ \| |/ _` |/ _ \ '__|_____| |\/| |/ _` | '_ \ 
                     ___) | |_) | | (_| |  __/ |  |_____| |  | | (_| | | | |
                    |____/| .__/|_|\__,_|\___|_|        |_|  |_|\__,_|_| |_|

========================================| Amazing Level Two             [sd05] |

At the start, note that you can't Web-Swing or Web-Jump at all here. Instead,
rely on all the flying debris coming toward your direction. You'll need to
learn to quickly zip from one object to the next to make your way across. This
will also likely get you the "Zip Apprentice" challenge. 

o--------------HIDDEN SPIDER ALERT!---------------o
|About halfway across this first area, the spider |
|is on a house on the left side. There is a small |
|wall beneath the house where the spider is. To   |
|get it, you'll need to web-zip across the debris |
|to get as close as you can, then jump at the     |
|spider. If you fall, be sure to hit R2 to do a   |
|recovery.                                        |

Continue to Web-Zip to make it across. It's not too hard, I think, just hit
the button fast, but don't mash it. You'll be able to do it. On the other side,
look for the platform on the right in front of the large container of water
which you can Web-Pull. Do so now. 

                                 MID-BOSS FIGHT

More like beginning boss fight. Sandman has a few attacks, but he's only
dangerous if you let him. By that I mean, if you fight smart, he won't pose a
big challenge. He has basically two normal attacks. He will send a sand fist
through the ground near you to hit you. He will also shoot sand at you like a
water spout. If you flee to a higher ledge, he will try to attack you up there
too, and up close he turns his arms into weapons and attacks. 

Stay away from him up close until you exploit his weakness. That should be
obvious, especially if you watched Spider-Man 3. Yes, I'm sorry too. Anyways,
to turn him into mud, your best bet is to toss any of the many barrels laying
around at him. Remember, the quickest throw is Circle --> Circle. This is
important since Sandman won't just sit around and let you do this. 

When he's turned into mud, he can be damaged. He won't sit back for that either
though. Be satisfied with just a few quick jabs, then having to roll out of the
way as he tries to hit you. It's just something you have to deal with. Duck in
and out, attacking when possible. 

Now, if you want the "Thirsty?" challenge, you'll need to throw lots of barrels
at him, ten in fact. This is worth noting because under normal circumstances,
you'll probably kill Sandman before you throw that many. So feel free to throw
a few more at him after he has already turned to mud. Don't worry, there's a lot
more to use. Throw ten at him before you kill him to get this challenge. 


Once Sandman has fled, enter the building in front of you. You will deal with
one of his minions, of course. These sand creatures have the same hilarious
weakness to water. You have two options in this room and they are both tied
to challenges. 

To get the "Have A Drink!" challenge, you'll need to toss 25 barrels at the
creatures. You can stack hits on the same enemy so use all the barrels in this
room to get started on this challenge. When you kill the first one, a few more
show up. Turn your attention to the "Pressure Release" challenge which requires
you to turn 10 creatures to mud by using water valves. Notice the pipes with
the valves on the side of the room. Pull it off with a web yank by hitting
Circle. Now, lure the enemies into the water when it is gushing out. Do this
ten times throughout the level.

Defeat the creatures using preferably Spider Swipe or Spider Fang as they can
both hit multiple enemies easily. Once they're dead, exit out the door.

---Crossing The Debris---

Cross the first few platforms until you have nowhere else to go. You'll need
to cross the debris by Web-Zipping in order to get across this large impasse.
When you land on the large platform, more of Sandman's creatures flank you.

I didn't mention their attacks before so I'll go over that briefly now. They
will attack you from underground as sand where they can't be harmed. Just stay
away from them. When they turn into mud though, they have an annoying "mud ball"
attack where they roll at you. Try to avoid that and don't too caught up hitting
one of them if another one is doing this to you. 

Use the water barrels and the valves to work on those two challenges. Be sure
to pelt the creatures with as many barrels as possible to get the challenge
done faster. After this, you will have to cross even more debris from the large
sandstorm to reach the next platform. Here, an even larger cluster of sand
creatures awaits. 

Not much else to say, really. Turn them to mud using the valves or barrels,
then pound them. As I said before, Spider Swipe and Spider Fang work well on
them. They are also vulnerable to Air Launcher and Air Rush combos so use that

o--------------HIDDEN SPIDER ALERT!---------------o
|This is on the wall to your left on the second   |
|platform you fight Sandman's minions here. Since |
|you can't Web-Zip or swing, you'll need to jump  |
|as high as you can. There is actually a Web-Zip  |
|point on the wall where the spider is so zip to  |
|it and you can climb on the wall and grab it.    |

From here, you'll need to make your way clockwise around the area. You will
be doing a lot of Web-Zipping, but it's not too bad. You usually have to zip
to one, maybe two pieces of debris, because Spider-Man will usually target a
lamp post or something on the next platform you can zip right to. It's not too
hard, so I won't go into excruciating detail on this part. 

You'll wrap around the area until you approach a large water tower. Before you
get to it, look out for...

o--------------HIDDEN SPIDER ALERT!---------------o
|This is on a platform right before you reach that|
|water tower. It's right next to it in fact. There|
|is one flat platform where the windmill is above |
|it, and next to it is a large tank that says "36"|
|on it. The spider is on that platform.           |

Approach the water tower, but of course, it's not that easy. A sand golem
enemy appears. Besides standard melee, these guys will also pound their fists
into the ground to send out homing sand attacks at you. Use the barrels and
valves as usual to turn it into mud. Wail away but watch out for counters. I
would still go with Spider Swipe and Spider Fang here, but you'll need Air
Launcher if he starts blocking. 

Once he's dead, turn your attention to the tower. Knock it over with Web-Pull
and you'll get a scene. After that, you'll wind up in the mine.

---The Mine---

Inside, collect the Spider Emblem up ahead. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Stand on the mine cart tracks and angle the      |
|camera down. There is a spider on top of one of  |
|the metal girders just below. You can drop onto  |
|this or Web-Zip. Either way get down there to nab|
|our little eight legged friend.                  |

Continue through this chamber, fighting the three creatures below. They get
annoying with that mud ball attack and ganging up on you, so try to keep it
one-on-one by using air combos. Step through the door for a scene.

                                 MID-BOSS FIGHT

Bigger and meaner, Sandman is no more threatening than he was before. This
time around, he will smash the platform with his fist and later he will spit
sand balls at you. Ew. 

To weaken him this time, you need to lure him into smashing the big carts of
water barrels conveniently located on the platform. Do this by standing behind
a cart and wait for him to wind up. Immediately roll backwards. Not left and
not right. Backwards. If you move too soon, he won't hit the cart. But if you
go backwards, he will and you will also avoid getting hit. 

His hand will be turned to mud. Do not use any combos other than Spider Swipe
or Spider Fang. These combos do a lot of damage, much more than Spider Attack
and Spider Strike. Use these to do the most damage to him. 

When he dries his hand, repeat the process. Sandman will eventually destroy all
the carts. That's ok though, because more barrels come into the room as you
will see on the left. Run to the left and dodge the sand balls he spits. Then,
toss a barrel at him quickly and Sandman will collapse his head on the platform.
Attack it with everything you have. If you must do this again, then no problem.
Once you've weakened him, he will turn tail and flee again. 


o--------------HIDDEN SPIDER ALERT!---------------o
|In this very chamber where you fight Sandman, the|
|spider is on the far right of the platform. He is|
|sitting on the floor right near a small blocked  |
|off doorway on the right.                        |

There are a bunch of Spider Emblems way high up in this room but Web-Jump will
only get you so high. The platforms have Web-Zip point though, but they can
be glitchy sometimes. Web-Swinging can also help. When you're ready though, exit
out the door in the center. 

---The Second Tower---

You'll face a few more creatures but they should go down pretty easily. The
next corridor will take you outside. Once again, the name of the game is cross
all the flying debris. This is a good opportunity for two challenges though.
There is "Zip Master" for zipping across 50 objects. You can get that on your
way to getting "Tornado Chaser" which is rewarded for staying airborne on
flying debris by zipping across it for 30 seconds. 

For "Tornado Chaser" zip to a piece of debris. Now angle the camera so you're
facing the tornado itself where all the debris is flying out. Now very quickly,
zip from one object to the next. Do this very fast and keep your momentum going.
Manipulating the Right Analog Stick to find the right target may help you. 
Zip across enough objects long enough for "Tornado chaser" and 50 total for
"Zip Master". 

Defeat the sand creatures on the next platform to make the debris field change
positions. This lets you cross the next gap. On the proceeding platform, two
sand golems attack. They're tougher, of course, so be sure to break their guard
and hammer them with your strongest attacks. If you got Amazing Spidey's Charge
Attack, it will do decent damage as well. 

Once they're defeated, cross the next large gap using the debris. From here,
you'll hop up a few platforms, then jump across a few more as you continue to
go clockwise and close in on the next water tower.

o--------------HIDDEN SPIDER ALERT!---------------o
|When you arrive at the platform with the second  |
|water tower, face the tower, now turn around. Hop|
|the small gaps in the platform and go to the back|
|wall, away from the tower. Search the left side  |
|of the wall, and near a gold Spider Emblem the   |
|next spider awaits.                              |

A few small creatures and a golem will guard this tower. Start by turning them
all to mud first before you get involved too deeply. A valve does the job nicely
since throwing barrels can be tough. Focus on the smaller guys first. Once they
are dead, go all out on the golem. Yank the tower when you're done. 

Make your way across, again going clockwise across the debris. The final tower
will not be very far. This one is also guarded though of course so defeat all
the enemies. Spider Swipe, Spider Fang, Charge Attack. That's all I need to

o--------------HIDDEN SPIDER ALERT!---------------o
|Before pulling on the tower, look for this next  |
|spider. Again, use the tower as a reference point|
|by facing it directly. Turn around. Run to the   |
|back wall and look to the right. On a small piece|
|of wood on the right, the spider rests. Just jump|
|at the spider to grab it. You will likely fall,  |
|so hit R2 to save yourself with a recovery.      |

Give the last tower a good yank, then watch the next short scene unfold. You'll
be back in the mines again. Let's upgrade now, alrighty?


Since Noir is coming up, I started with the Noir Charge Attack (cost: 7000). I
also got the 2099 Charge Attack (cost: 7000). After that, I went with Spider
Stomp (cost: 10,000), and Spider Assault (cost: 20,000). From Character Upgrades
I got the Acceleration Vision Duration +1 upgrade (cost: 10,000) and the 2099
Bonus Suit 1 (cost: 8000). 


---The Mines... Again---

Defeat a few creatures, then enter the large chamber. Make your way to the
big platform with the large drilling machine. You'll see its operator under
attack and in need of some spider assistance. Hurry over to him and deal with
his three "friends". You know the drill by now. Drippy-drippy, smashy-smashy.

o--------------HIDDEN SPIDER ALERT!---------------o
|The final spider on this stage can be found under|
|the platform where the drill operator is being   |
|attacked. Before you land on the platform, look  |
|below at all the struts and scaffolding holding  |
|it up. On a small wooden wall, the spider can be |
|found. Drop down on it and then Web-Jump back up.|

Take the worker back to the drill and he will start working on the wall. Two
sand golems will start wailing on it. These guys will put up big damage if
you leave them unattended. Start with one and throw a barrel at him. Then get
things going. You want to be quick, so pull out your best combos, preferably
Spider Swipe and Spider Fang as I've been suggesting. Break his guard when
you have to and keep going. Once the first is dead, go after the second one the
same exact way. 

With the drill protected, the path is opened. Make your way down the rail of
the cart tracks and the camera will shift in front of Spider-Man. Start
Web-Swinging and you will have to swing toward the camera as Sandman attacks
from behind. Just keep swinging, holding X to swing just a little faster. Keep
going until you get a scene. 

  ____                  _                       
 / ___|  __ _ _ __   __| |_ __ ___   __ _ _ __  
 \___ \ / _` | '_ \ / _` | '_ ` _ \ / _` | '_ \ 
  ___) | (_| | | | | (_| | | | | | | (_| | | | |
 |____/ \__,_|_| |_|\__,_|_| |_| |_|\__,_|_| |_|

This is a very unique and fun boss fight, although it can be a tad annoying too
at times. Basically, one or more of Sandman's faces will appear on a platform
around this arena encircled by the tornado. You only have the center platform
and all the debris in here as your footing here. Sandman doesn't have much in
the way of attacks, but he will sometimes suck in the air in an attempt to err,
eat you. If you get too close to one of his faces before throwing a barrel at
him, he will also eat you. 

So obviously water is the name of the game once again. There are two types of
barrels in here. The standard brown barrels from before and the blue ones that
are much easier to distinguish. What you want to do is find one piece of debris
to stand on, then target a barrel and toss it at Sandman's face. If you are
close enough when you do this and land a hit, his face will turn to mud.

Move in by zipping across the debris. When close enough, jump to save time and
try to Web-Zip directly to the platform. Wail on Sandman with Spider Swipe
mostly, using other combos as you see fit. When he regains himself, back off and
flee to the debris. You'll need to repeat this. 

That's... all there is to it really. He will try to suck in the air sometimes
as I said, but it's not much to worry about. The tricky part really is trying
to pick up the barrels with all the objects around. It's not too hard though if
you try to use the Right Analog Stick to target the barrels. 

The "Lost and Found" challenge can be awarded for landing on Juggernaut's
helmet. It's floating around in the sandstorm somewhere. Finding it is not easy
though. I hate to say, but I can't help you much in the way of actually finding
it since everything in the storm is so scattered. Just angle the camera around
and have a really close look at all the objects. Look for something that appears
to be a helmet and try to land on it. 

Keep throwing barrels at Sandman and then close in for the kill. He will go down
easily soon enough. 


 _____       _     _                 ___  ___              _   _       _      
/  ___|     (_)   | |                |  \/  |             | \ | |     (_)     
\ `--. _ __  _  __| | ___ _ __ ______| .  . | __ _ _ __   |  \| | ___  _ _ __ 
 `--. \ '_ \| |/ _` |/ _ \ '__|______| |\/| |/ _` | '_ \  | . ` |/ _ \| | '__|
/\__/ / |_) | | (_| |  __/ |         | |  | | (_| | | | | | |\  | (_) | | |   
\____/| .__/|_|\__,_|\___|_|         \_|  |_/\__,_|_| |_| \_| \_/\___/|_|_|   
      | |                                                                     

| Noir Level Two             [sd06] |===========================================

After an interesting opening cinematic, we get right back to holding the reins
of Spider-Man Noir for some dark, gritty, stealthy action. Yum-yum! 

From the get go, get closer to the first thug you see on a walkway in front of
you. Before I even say another word, let me mention, your first challenge is
"Uncertain Grounds". Basically in this beginning area, you need to do five
takedowns without landing on the ground. So stay up on the walls and perches.

Start with these two guys. You can crawl along the wall to get the guy on the
walkway once he turns his back. You can hang the next thug below from the
walkway or also get him while crawling on the wall. Go down the alley when you
are done, being sure not to land on the ground. Go around the corner as the
alley turns once. 

Since there are no objects to zip to as the alley turns left, crawl along the
wall. Here are the next two thugs. Same as before: one above, one below. Grab
the first one while crawling on the wall. Hang the other while standing on the
railing of the walkway.

o--------------HIDDEN SPIDER ALERT!---------------o
|For reference, I will reiterate that this is in  |
|the first alley, after you have turned right once|
|and then left once. After the two thugs, crawl   |
|along the left wall of the alley and right when  |
|the alley turns right, the spider is on the left |
|below a walkway.                                 |

Web-Zip to the power lines. You can walk across this and grab the unsuspecting
thug below for a takedown. Make sure the other is far enough away though before
attempting it. If this is the fifth takedown, and you didn't touch the ground,
you will get "Uncertain Grounds". There is also the "Stealthier" challenge for
taking out seven consecutive thugs without raising the alarm. Don't worry if
you don't get it here. There are plenty of chances. 

By walking along the wire, you can take out the last two thugs when the moment
presents itself. Drop down once it's safe and pass through the large open
doorway to reach another alleyway. 

o--------------HIDDEN SPIDER ALERT!---------------o
|As soon as you pass through the opening leading  |
|to the next alley, look on your immediate right. |
|The spider is crawling along the wall there.     |

---Second Alley---

Zip to the perch that Vulture is on. He will run of course. Stay here and use
Spider Sense to see around the next corner. Stay put for now and then crawl
along the right wall. The two thugs here are too close together, so ignore them.

Make your way to the thug on the walkway. You can take him out when his back is
turned. There is also one on the ground who is a little distant from the other
two that can be taken out if you want to go for it. 

Move along. There will be two thugs ahead. One who is stationary on a walkway,
and the other patrolling on the ground below. Go for the first one. You should
be able to get him on the wall if you are crawling high enough. For the other,
I will just mention quickly there is the challenge "Hold Still!" for doing five
ground takedowns against walls.

To do one of these you need to be on the ground, obviously and at distant range
for the takedown. The key is stand close to a wall when you initiate the
takedown. This causes Spider-Man to throw the thug into a wall. Most solid walls
will work but other large objects might not. So this is something to consider
for this thug. 

Continue down the alley and follow Vulture into the Creole Club. Inside, you
get your first fight of the level. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Before getting too detailed with the fight, it is|
|important to note the very well hidden spider in |
|here. You MUST get it before all the fighting is |
|done. Find the bar in the back, and destroy the  |
|wall behind it to reveal a secret door. Take this|
|to some emblems and the spider.                  |

Now for the thugs. The biggest guy to worry about is the one with the hammer.
You fought one before, and many like him though so it shouldn't be much of a
problem. The biggest thing to remember is to limit your combos and back away
whenever he starts swinging. 

The "Punchy!" challenge is awarded for doing five Charge Attacks on enemies.
If you don't have Noir's yet, go ahead and buy it. You can get this challenge
right here, or at any time during this level. 

Once the first wave is gone, another comes in. This one is more underwhelming.
Try to use air combos and the Charge Attack as well to make these guys kiss the
dirt. Try to beat them in two minutes for the "Bottleneck" challenge. After
that, you get a scene. 

---The Sneaking Section---

o-----CHALLENGE WATCH-----o   This next section puts you on the wall with a set 
|                         |   camera position. Your goal is to crawl along the
|     [LIKE A SHADOW]     |   wall to the end and avoid all the lights. There
| ----------------------- |   is a challenge for getting through in 45 seconds.
|Get through in 45 seconds|   It's not as hard as I originally thought. You
o-------------------------o   basically have to be a little reckless though.
                              Crawl over the first thug with his flashlight and
then crawl down under a few lights. You will likely get spotted but you can flee
to the shadows and you'll be ok. Basically, to get through here within 45
seconds, just keep moving. Don't stop at all, even if you are spotted. Don't
do any takedowns, just keep moving. 

After a scene, you have another fight. Several waves of enemies will come at you
here. There's not much to it. Just be aware of your surroundings and stay in
Defensive Stance. If you have Counter, that's an effective way to start off a
combo. Try to isolate enemies as much as possible by using aerial combos as well
as Bird Eater. The heavier hitting moves work best. I like to use the combo of
Air Launcher --> Punch, Punch --> Aerial Grab --> Spider Stomp. It works pretty

A lot of enemies will show up but they should eventually fall without a terrible
amount of effort. Once that's done, you get thrown right into...

                                 MID-BOSS FIGHT

Vulture has a few attacks. He has a knife throw attack. Spider Sense won't
tingle for this but he advertises it by moving his left hand to his side. He
will also do a lunge with Spider Sense will tingle for. Dodge this. He will
also charge up a counter when you start beating on him so be prepared to back

Normally, he will try to avoid you and run away when you attempt to melee him.
So your best opportunities to strike him are after he does his lunge attack.
Wait for him to do it, then dodge. Attack him at this point with a few combos.

Once you've dealt some damage, Vulture will hop around a bit, more like a 
monkey, and flee to higher ground. Zip up there after him. Now depending on
where he is standing, you can make use of the spotlights in this area to get a
special attack on him. If he is standing in front of one, stand behind it and
hit Circle to shine it on him. This starts a special attack that does good
damage. You might have to wait until he stands right in front of one though.

Back on the ground, Vulture throws more knives, extending the radius of this
attack. It's now more advisable to jump over it, or rush him with attacks to
make him back off. Wait for him to start hopping around again, then use the
light on him again. This should hopefully do enough to finish him off.


When you regain control, start swinging immediately. You need to move to escape
the train behind you. You won't need to go very far, just swing for a bit, then
look for a rooftop on you left to land on and you'll be safe.

o--------------HIDDEN SPIDER ALERT!---------------o
|Look for the Puritan Hotel building. It's the big|
|building that should be in front of you. Look for|
|the big sign it has that says "Puritan Hotel".   |
|Get up here to where the sign is, and go to the  |
|right. There's an area here, sort of like an     |
|alley, and if you go down here, you'll find the  |
|spider.                                          |

Go past the sign and look for the two smokestacks. Past these, there is a narrow
space between two buildings you have to swing between. This is the perfect
chance to get the "Silent Swing" challenge. Just swing back and forth in this
corridor and you'll get it, easily. 

Swing through and land on the next platform. Move forward to find Vulture and
get a scene. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Immediately after the scene, turn around and face|
|the second set of smokestacks. The one that will |
|now be on your right is where the spider is.     |
|Crawl up the smokestack to get it.               |

Head to the center platform. The first civilian to be rescued is nearby. Note
the thug on the right side patrolling. Wait til he finishes his patrol and
is at the far end, away from you. Sneak up on him and try to do a ground
takedown against the wall, so you can work on "Hold Still!". You can do the
same on the thug guarding the civilian but you have to go around.

There is a challenge for saving all four civilians in under five minutes. It's
not too hard, but I recommend not getting it right now. It'll be tough the
first time, and it will greatly interfere with several other challenges because
once you rescue all of them, you move on to the next part automatically. It's
better to take your time, take out all the thugs, collect Spider Emblems, and
Hidden Spiders for now. 

I'm not gonna get super detailed with the takedowns, but starting with the
closest civilian on the right next, I prefer to take down the two stationary
thugs by crawling on the wall above them while the other is not looking. 

o--------------HIDDEN SPIDER ALERT!---------------o
|This spider is in the same area as the closest   |
|civilian on the right from where you begin. To   |
|find it, clear out the thugs first if you want.  |
|The spider is basically high on the wall in the  |
|top corner of this area with the thugs and the   |
|civilian. Crawl up the walls into the shadows to |
|locate it.                                       |

For the civilian on the left side, I find it best to do wall takedowns and
then ground takedowns from the shadows. The center platform is the toughest
with four thugs around the water tower. I like to pick one off by standing at
the very edge of the top of the tower. Then carefully picking the rest off from
the shadows while on the ground.

Once you're rescued all four, you automatically jump into a lengthy fight. To
that end, what's say we do a little "time out" and upgrade first. 


Now I replayed a few levels so I ended up having a lot more Spider Essence. So
if you're actually buying the same things I am, then you might not be able to
get everything. 

I started with Ground Recovery (cost: 8000), Web Slam (cost: 10,000), and the
Noir Whirlwind Punch (cost: 15,000). For Character Upgrades, Ultimate Bonus
Suit 1 (cost: 8000), Accelerated Vision Mode Regen +1 (cost: 12,500), Health +1
(cost: 15,000) and I saved the rest for later. 


If you opt for Noir's Whirlwind Punch, which I strongly recommend, you will be
better off for it in this fight. The difficulty here is that while dealing with
one enemy, any number of other foes will just start attacking you. 

Noir's weakness in combat is his short range moves that focus more on one enemy
at a time. While Whirlwind Punch isn't the ultimate savior in that regard, it
will help when you're being ganged up on. Use this in combination with your
aerial combos. Spider Stomp if you have it, works great after an air combo to
do small damage to surrounding enemies. 

Two hammer-wielding guys will show up. Try to lure them into hitting each other
to make things easier. Use your heavier attacks like Spider Swipe and Spider
Fang, but shorten them so you have time to get out of the way. 

---Blazing Tower---

Once they're defeated, you'll enter a burning building where civilians are
trapped. The condition of the tower is tracked at the bottom of the screen, so
you can see you have limited time. 

To begin, run forward, then hang a right to find the first civilian. Keep going
right, around this room, jumping over the fire. Put the civilian down and then
look for a spot to Web-Zip up to the next floor. 

There's nothing up here so move to the right side of the room and Web-Zip up
again to the next floor. Go up again and the next civilian will be in a corner
of this floor. Use Spider Sense to help you locate him. You'll need to carry him
counterclockwise around the room. There's lots of gaps in the floor and you
can't swing, so if you fall down, just Web-Zip back up so that you'll be on
the other side of the gaps. Drop him off at the safe zone, then Web-Zip up.

You need to go counterclockwise again around this room. Look for the Web-Zip
points to get you across some gaps. You'll see a Spider Emblem here and not too
far from there, you can zip up to the next floor finally.

If you see Vulture just standing there, ignore him. Make your way through the
trail between the flames and find the last civilian. You'll drop her off very
very close by. What, you couldn't run there by yourself? Err... I mean...

o-----CHALLENGE WATCH-----o   After the scene, it's back to stealth. Try to
|                         |   grab the first guy when you see the opportunity.
|      [STEALTHIER]       |   Zip up onto the pipe on the left side of this
|           &             |   corridor and walk along it to the second guy.
|     [NINJA SPIDER]      |   When the third thug has his back turned, string
| ----------------------- |   up the second thug, then repeat for the third one.
|This is your LAST chance |
|for these challenges!    |   This leads into a larger room with lots of
o-------------------------o   electrical generators and other devices. The
                              first closest thug can be approached on the
ground by using the shadows to sneak behind him. Close or long range works fine.

o--------------HIDDEN SPIDER ALERT!---------------o
|Look back to the large doorway from which you    |
|entered this large room. Again, for reference,   |
|this is just after the first narrow corridor of  |
|stealth play in this part. Well, if you look up  |
|above that large doorway in this room, the spider|
|can be seen hanging out up there.                |

From where the above spider is, if you crawl on the wall, you'll be in great
position to take out the thug on the adjacent walkway. Next, notice the pipes
running high above the floor in this area. Step on the middle one and you can
see two patrolling thugs. Wait for the closest one to move toward you and the
other to turn away. String up the first. Jump on the right pipe and wait for
the other to come back, then nail him. You can also do it from the wall or on
the ground if you wish.

For the last guy in the back, I just got him on the ground from the light but
when he had his back turned. 

o--------------HIDDEN SPIDER ALERT!---------------o
|In the back of this area where these last two    |
|thugs hang around, right near the two large tank |
|machine things, there is a door you can enter.   |
|For further reference, this is just underneath   |
|the final thug on the walkway on the second      |
|floor. Inside this doorway is an emblem and our  |
|last spider for this level.                      |

As for the last thug, I just waited til his back was turned, zipped up there
and did a long range ground takedown. After you get them all, a door on the
first floor is opened and you can move on.

 _   _       _ _                  
| | | |     | | |                 
| | | |_   _| | |_ _   _ _ __ ___ 
| | | | | | | | __| | | | '__/ _ \
\ \_/ / |_| | | |_| |_| | | |  __/
 \___/ \__,_|_|\__|\__,_|_|  \___|

This starts off with some first person fighting. What an ugly mug! Your hands
are being held by Vulture but you can still use the sticks to break free. Avoid
his chomps by holding both sticks down when the prompt is given. Get your hands
free and give him some jabs. You'll probably have to dodge one or two other
times, but just keep hitting him and the fight will truly begin. 

First and foremost, there is a challenge here. If you can make Vulture drop his
molotovs three times, you'll get the "On Fire!" challenge. This is accomplished
just like with Hobgoblin. Use Web Shots when he pulls out a molotov and he will
drop it easily. Do this three times for the challenge. 

Vulture's attacks are mainly the molotov and his lunging attack. The lunging
attack he can do anywhere so be careful if you're sitting on a girder or
something, he might leap at you. He can also vanish and then reappear already
doing this attack so keep a careful eye. 

Hitting him isn't as simple as before. You can attack him after he has thrown
a molotov for a quick combo. The spotlights are also available this time as
well. When Vulture takes off, see if he steps in front of one. Get behind the
spotlight to turn it on. 

This won't segue into an attack though. Vulture runs away but he is still
stunned by the light. Use L2 to lock onto him, wherever he went. Locking on
should help you find him. Get to him fast and you have this chance to beat him
up with a few combos.

You'll want to repeat this for most of the fight. Attack after he throws the
molotovs, and when he moves around, try to use the spotlights. I recommend
keeping the Defensive Stance handy so you can dodge his lunge attacks. They
will become more frequent as the fight moves on. 

When he gets weaker, Vulture starts disappearing more and attacking you so be
ready to dodge. He will also use the throwing knives attack again. Wait for him
to disappear, then dodge and strike back to do some more damage. Keep this up
until you finally clip his wings. 


 _______  _____  _____ ______  _______  ______     _______ _______ __   _
 |______ |_____]   |   |     \ |______ |_____/ ___ |  |  | |_____| | \  |
 ______| |       __|__ |_____/ |______ |    \_     |  |  | |     | |  \_|
                                                          __  __  __  __ 
                                                            )/  )(__)(__)
                                                        .--'/  /   /   / 
                                                       (__ (__/   /   /  

===========================================| 2099 Level Two             [sd07] |

Another swing into the future. Let's get started, shall we? Well, from the
start, you're faced with a large Public Eye enemy. Like most larger enemies,
they will attack you while you're trying to beat them so be ready to dodge in
the middle of your combos.

One way to weaken him easily is by using his own missiles against him. When
you put a very large distance between you and him, he will usually fire two
missiles. Use Accelerated vision to run at him and steer them at him for good
damage. Try to see if you can do this a few times, because there's a challenge
for diverting missiles from these guys back at them five times, called "Return
to Sender". 

o--------------HIDDEN SPIDER ALERT!---------------o
|You'll notice that there are floating police cars|
|here next to the platform. Well, there is one on |
|your left from where you start that has this     |
|spider on it. Web-Zip to it and grab it.         |

Public Eye gunners will show up and spoil the fun. One of them launches more
missiles so you can divert those into the rest if you'd like, but you'll be
taking fire while doing it. Otherwise, these guys don't take many hits to beat
so just have at them. 

The door ahead opens and an ominous voice calls out. Head inside and you'll get
your first fight with a shielded Public Eye officer. To beat these guys, you
want to Web-Strike at them, but do a Web-Strike Evade really quickly to get
behind them. Behind them, you can start to attack and combo them. Defeat this
guy to get the "Knock, Knock" challenge. 

Three more Public Eye officers show up, including another shielded guy. One
other way to beat shielded enemies, at least in the 2099 universe only, is to
use the Accelerated Vision, then just run behind them and attack. 

Once you beat these guys, who shouldn't pose much of a threat, turn your
attention to the acid eggs that will crop up. You'll first need to grab one of
these like you would any other object and throw it at the door to melt it open.
That gets you "Skeleton Key". There's also a big spinning fan to the right of
the door. If you throw an egg at that, it will melt too. Look for more fans as
the level goes on and melt them with eggs. Doing it 10 times gives you the
"Meltdown" challenge. 

o--------------HIDDEN SPIDER ALERT!---------------o
|And finally, to the left of the door you have to |
|melt open, there is an open vent. Jump in here   |
|and grab the Spider Emblem. Climb the wall here  |
|to find the spider.                              |

---Saving the Scientists---

In this next room, there are two easy challenges to start working on. One is
"Omelette Master", awarded for blowing up 50 eggs. The other is "Easter Egg"
for throwing five eggs at Public Eye enemies only. 

There are lots of scorpion and Public Eye enemies in this room. While battling
them, throw the eggs you see at them. Each egg you throw will count toward
"Omelette Master", and if you throw the eggs at Public Eye, you'll work toward
getting "Easter Egg". It doesn't count if you throw them at the scorpions. 
Another easy way to blow up eggs is to just walk near a large group of them. 
When you get close they start to shake and will blow up after a couple seconds.

This room is large and confusing, but drop down from floor to floor and find
more creatures and Public Eye. I highly recommend combing every inch of this
place. There's eggs, fans to melt, lots of Spider Emblems inside them, and
more. The scorpions are tough enemies, but air combos work well on them.

o--------------HIDDEN SPIDER ALERT!---------------o
|Drop down to the lowest floor. There are two     |
|Public Eye ships that are like "docked" to       |
|platforms. You want to land on the platform near |
|the lowest of the two ships. Now look to your    |
|left where there is a door and turn on Spider    |
|Sense. Just below here, you should see a fan     |
|highlighted in yellow under this platform. Angle |
|yourself and throw an egg at the fan. Drop from  |
|the platform and Web-Zip inside here to find it. |

o--------------HIDDEN SPIDER ALERT!---------------o
|This next one is also tough because of just how  |
|big this room is. Well to make it easier, use the|
|start of this room as a reference. From where you|
|first entered, drop down from that floor to the  |
|very bottom floor, but stay on the same exact    |
|side of the room. Tucked in a corner where the   |
|walls meet on your left, the spider lurks.       |

Before getting the scientists, I recommend an upgrade first so 2099 is ready
for what's coming. 


Again, I had more Spider Essence because I replayed some levels so your results
may vary. What I do recommend getting is the 2099 Helikick (cost: 15,000).
After that, I went with the Ultimate Charge Attack (cost: 7000), and Grab Swirl
(cost: 10,000). Then, from Character Upgrades, Rage Mode Duration +1
(cost: 15,000), and Essence Absorption +1 (cost: 15,000).


Find the scientists on the second and the third (lowest) floors. Melt the doors
open with eggs, then go in and grab them. The floor is acid, so swing or crawl
your way over to them, then swing out. Drop them off on the platform on the
opposite end of where you first entered. 

Once they're secure, you have a very tough protection mission here. Tons of
scorpions will start popping up. It starts off pretty harmlessly, but they'll
begin to come in huge numbers and attack both scientists at the same time and
that's a problem.

To make things easier, throw the large canisters with the red emblems on them
at the creatures for easy kills. This will make things less hectic. Still, watch
out for the scientists and don't let the creatures swarm them. Try to use aerial
combos too to knock them off the platform and Accelerated Vision to slow things

If you manage to survive that onslaught, the door will eventually open. Mop up
the remaining scorpions and then head on through. Jump over the large acid bath
on the floor and continue.

o--------------HIDDEN SPIDER ALERT!---------------o
|In this corridor, look for the first fan on your |
|left which will not be far. Melt it with an egg  |
|and find the spider inside.                      |

Some Public Eye gunners are waiting, and after they go down, two captain style
enemies attack. For these guys in particular, try to go with mostly aerial
combos. Melt the door with an egg when you're done. 

                                 MID-BOSS FIGHT

Scorpion has two basic attacks. On the ground he does a lunging combo. You can
dodge the first two attacks of this in Defensive Stance, but for the third, you
have to roll out of the way. After this combo, assuming you did dodge it, he
will be open to attack. 

This is basically the strategy you want to use in this fight. Wait for him to
charge, then dodge his attacks, especially the third hit in the combo. Let loose
on him with a heavy attack combo. Something that will hit hard like Spider
Swipe, Spider Fang or Goliath Strike. 

Scorpion will also climb on the wall and shoot three acid blasts at where you
are standing. Avoid these by just running. Where they land, eggs pop up. Grab
one without getting too close and throw it at Scorpion to knock him down. He
will be stunned now and have a grab prompt above his head. Web-Strike to him if
you're too far away and get close to grab him. You'll need to do this at least
a few times. 

Continue dodging all of his attacks and then strike back with fury. If you can
manage to beat him in under two minutes, you'll get "Beast Tamer". 


In the next room, fight a few Public Eye enemies with batons. I'll mention
briefly there's a challenge for defeating 10 enemies total while using 
Accelerated Vision. Doesn't have to be in one go. 

---Metro Station---

Once you defeat them, you'll be brought to the metro station where seven
innocent civilians are under attack from Scorpion's minions. The key here is
to not get too caught up fighting them. Get in, grab the civilian and get out.
Fight as many as you want for challenges such as "Slow-Mo", but focus on saving
the civilians. There's seven total, so use Spider Sense to locate them and be
fast! Save them all in under three minutes to get the "Quick Rescue" challenge.

Drop them off on the platform to the right and once all are saved, you get a

o--------------HIDDEN SPIDER ALERT!---------------o
|There's a lot of hidden goodies behind all the   |
|fans in this area. Start by swinging up to the   |
|large platform hanging over the center of the    |
|area. Now to orient yourself, face the entrance  |
|of this area where you first came in. There are  |
|two fans. Melt either one with an egg; the vents |
|behind them are connected. Inside is the spider. |

o--------------HIDDEN SPIDER ALERT!---------------o
|This one is also inside a vent. So start again on|
|that center platform. This time, you want to melt|
|the leftmost fan above where you dropped off the |
|civilians. Melt this fan and find the spider just|
|inside.                                          |

There's lots of Spider Emblems to collect too, inside the vents and around the
station. When you're ready though, start swinging down the monorail path toward
where Scorpion is waiting. 

o--------------HIDDEN SPIDER ALERT!---------------o
|The final spider is cleverly hidden. As you swing|
|toward this end platform where a huge battle is  |
|taking place, look for the floating blue globe,  |
|way high up above the platform near the ceiling. |
|Swing on the top of this and find the spider, who|
|thinks he's on top of the world.                 |

When you reach the far platform, a timer will start. This is for the challenge
"Street Sweeper". You have to beat all the enemies in under four minutes. The
time limit is pretty fair. I'd start thinning out the number of scorpion
enemies first, but hang near the large Public Eye soldiers. You probably still
need the "Return to Sender" challenge, so try to see if they fire their
missiles at you. Activate Accelerated Vision immediately and divert the missiles
right back at them. 

Focus on meeting the time limit though more than anything. Scorpions will
weaken some of the Public Eye for you, but you want to focus on them mostly.
When there are less enemies, target the Public Eye shield soldiers and do the
Web-Strike Evade to get behind them. After that, mop up the scorpions and the
big Public Eye soldiers. If you have time, keep trying for "Return to Sender".

Enter the next room when you're done. Scorpion will flee, leaving you to fend
with his minions. I recommend making good use of the 2099 Helikick if you
got it, as well as 2099's Charge Attack. Both work wonders on large groups of
enemies like these. Otherwise, aerial combos and Spider Swipe work well too.

o-----CHALLENGE WATCH-----o   Zip up onto the elevator, then ride it to the
|                         |   top. Here you will find another battle between
|   [RETURN TO SENDER]    |   the scorpions and the Public Eye. Make it a 
|           &             |   three-way fight and jump into the fray.
|      [EASTER EGG]       |
| ----------------------- |   Besides being your last chance for several 
|This is your LAST chance |   challenges, this is also a timed fight just
|to get these challenges! |   without a timer. At some point, Scorpion will
o-------------------------o   interrupt the fight and break the floor of this
                              rooftop. You can tell how close it is by how much
the floor cracks. Defeating 10 enemies before this happens awards you with the
"On Thin Ice" challenge.

Getting this challenge is pretty simple honestly. You have a few options for
quicker kills. Air Launcher --> Air Rush will knock enemies off the rooftop if
you are close enough. Also, the gunner enemies die in just a few hits or if you
disarm them. Getting 10 in the time limit should be easy enough. Also watch out
for the missiles from the big guys. Activate Accelerated Vision as soon as you
see the lock-on symbol on Spider-Man. Divert the missiles into the others for
easy kills and into the big guys if you still need "Return To Sender". 

When Scorpion breaks up the party, it starts a freefall sequence. This one is
different than the others, as you will be falling toward the camera. In this
case, the objects you need to dodge are behind you this time, as you see large
Public Eye ships hurdling toward you, as well as small pieces of debris. Dodging
them is easy, just take note of the inverted movement here. Simply move
Spider-Man out of their way and you'll be fine. This sequence is easy enough
that it is a good way to earn the "Spider's Grace" Trophy/Achievement. 

When you land, it's time for...

 _______ _______  _____   ______  _____  _____  _____  __   _
 |______ |       |     | |_____/ |_____]   |   |     | | \  |
 ______| |_____  |_____| |    \_ |       __|__ |_____| |  \_|

This was one of my favorite boss fights for some reason. It starts off in this
little arena. Scorpion's main attack in this fight is to divebomb at you from
the air. You can tell this attack is coming by the green ring that spreads out
from where you're standing. That's your signal to dodge out of the way quickly.

If he hits you, he'll just run off. If you dodge it, Scorpion will be stunned,
so you can combo him real quick. You'll need to watch for this warning sign
of the attack because Scorpion will call on his minions to fight you at the
same time. Use Helikick and the Charge Attack to keep them from swarming you,
or just play it safe and stay way from them while waiting for Scorpion to

Soon the arena will be filled with gas. Web-Zip up to the higher platform. I
prefer to do the rest of the fight up here. The scorpions will follow so just
fight them or avoid them. Scorpion will either continue to divebomb you or
more likely, he will hang from the piece of debris that is dangling in the
center of the arena. From here he will spit acid which will spawn eggs. 

Assuming you're not swarmed by his minions, you should have the chance to grab
an egg and toss it at him. This knocks him off and it also melts away some of
the ceiling there. Hmm, I think we see where this is going. 

Next, Scorpion will start divebombing you again, so watch for the warning
circle thing. Dodge and then be ready because this time, he will not be stunned
like before. No, instead, when he lands, he will charge at you. Roll out of
the way or he will grab you and slam you into the ground. Owie... Instead, if
you can dodge it, he will be vulnerable so combo him again. 

At this point, the cycle will repeat. He will divebomb at you from the wall
or from the center so keep dodging. Dodge the charge attack as well and then
strike back. When he summons more scorpion minions, fend them off and then wait
for Scorpion to go back to the center and shoot acid. When the eggs form, throw
one at him to knock him down again.

Wait for him to divebomb again while fending off the little scorpions. Be
prepared this time because after the charging attack, he might bring back his
other running attack from the first fight: the three hit combo. Keep in mind
that unlike his new attack, you can dodge the first two hits, but you have to
roll out of the way of the third. When he gets his tail stuck, strike back,
preferably with Spider Swipe and Spider Fang as they do more damage.

Repeat this until he loses all but one sliver of his health. At that point,
Scorpion should retreat to the center again. Wait for the eggs, then throw one
more at him to end this fight. 


       _ _   _                 _        
 /\ /\| | |_(_)_ __ ___   __ _| |_  ___ 
/ / \ \ | __| | '_ ` _ \ / _` | __|/ _ \
\ \_/ / | |_| | | | | | | (_| | |_|  __/ 
 \___/|_|\__|_|_| |_| |_|\__,_|\__|\___|     
                         __       _     _                                    
                        / _\_ __ (_) __| | ___ _ __        /\/\   __ _ _ __  
                        \ \| '_ \| |/ _` |/ _ \ '__|_____ /    \ / _` | '_ \ 
                        _\ \ |_) | | (_| |  __/ |  |_____/ /\/\ \ (_| | | | |
                        \__/ .__/|_|\__,_|\___|_|        \/    \/\__,_|_| |_|

| Ultimate Level Two             [sd08] |=======================================

This level is by far the most wide open and least linear. It is therefore, very
difficult to guide someone on just going by words and description, but I'm gonna
try my best. 

Well, to start, walk into the room up ahead and destroy the camera to get the
"Smile!" challenge. After the following scene you will face off with the...

They're no different than any other melee enemy in the game. They have a
tendency to gang up on you though so you may want to consider aerial combos or
the Ultimate Symbiote Spin if you have that unlocked. 

Once you've dealt with them, go to the left and smash the next camera. Then,
go right and deal with some more fanboys, including a bigger one. Destroy the
third camera as well. The cameras will show up on your Spider Sense, so use
that to help you locate them.

Go around this side to where you see the things on the wall that spew fire.
Swing through this channel here to the other side, where you'll see two fanboy
gunners. Disarm them since there's a challenge for disarming 10 of them. Turn
this corner. 

o--------------HIDDEN SPIDER ALERT!---------------o
|You should see two vents that will blow air out  |
|every few seconds. Web-Zip across to the large   |
|shaft where the wire mesh is cut open. Jump in   |
|and scale this wall to find the spider.          |

Look for the big yellow pipe above where you entered the mesh. Follow this pipe
all the way around to a new platform. More fanboys attack. Use the Ultimate
Charge Attack and aerial combos to deal with them. You can also use aerial
combos to try and knock them off the platform.

From here, you want to get on the platform directly above you, so Web-Zip to
the container and then onto the platform or just Web-Jump straight up. Disarm
the two gunners here, then Web-Jump up to the next platform above that.

You should land on a platform with more gunners where eventually, a whole mess
of fanboys attack you in one huge horde. This fight screams Rage Mode so let
'er rip and tear these fanboys to shreds. If you kill at least five (which
should be easy) before Rage Mode runs out, you will get the "Anger Management"

Look for the bridge of yellow pipes and the orange pipe extending toward a
distant tower. Cross this bridge and collect the Spider Emblems. When you reach
the tower, drop down to the lower side to face a hail of gunfire from the
fanboys. Take them out and also take out the camera. 

Identify the very, very large tower in the center of the oil rig. It should be
easy to spot. Head toward it now. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Using Web-Jump, get up high toward the platform  |
|on the very tall tower. You'll need to Web-Zip   |
|to actually get on the platform though. The      |
|spider can be found on the wall on one side of   |
|the tower.                                       |

o--------------HIDDEN SPIDER ALERT!---------------o
|Just after getting the previous spider, stay on  |
|the platform of the tower. Angle the camera so   |
|you can see what's below you. Look for a metal   |
|structure jutting out from the oil rig toward the|
|ocean. It's an orange pipe surrounded by yellow  |
|metal. Drop down on this from where you are. Once|
|you're on top of it, turn around. You should see |
|a Deadpool TV screen on the wall. Well, the      |
|spider is on the screen. Jump up and grab it.    |

Before going too much further, I'm going to upgrade. Join me if you wish.


I started with the Amazing Web Cyclone (cost: 20,000) which will be handy soon.
Next, I bought the Ultimate Symbiote Spin (cost: 15,000). From Character
Upgrades, I went with Health +1 (cost: 20,000), and the Amazing Bonus Suit 2
(cost: 20,000). 


Return to the "roof" of the rig, which is the very large area just below the
foot of the tower. Look for the section that has the orange glass that says 
"PAIN FACTOR" and is near a helipad. Head over here for more fanboys to beat
on. Use that Ultimate Symbiote Spin, as well as aerial moves to handle them.

Near the helipad there are two cameras to bust, plus one more on the helipad

o--------------HIDDEN SPIDER ALERT!---------------o
|This is just underneath the helipad with all the  |
|flames shooting out. Drop down to below where all|
|the metal supports are holding the pad up. On the|
|wall just near that is where you'll find it.     |

You're done with spiders for now, so let's find that last camera. This is sort
of difficult to describe, but the platform is just below the "roof" as I 
described earlier. The platform is encircled by large pipes and there's a lot of
steam and other pipes around. The last camera is there, along with some fanboys
to beat on. 

---The Second Wave of Cameras---

Of course, more cameras pop up. The first one is close by, near where you first
came into this area. It's behind a mesh fence and it blows fire at you. To get
to it, face the camera and go left, onto a big pipe. Look on the wall for an
opening and climb through it. This takes you to the camera.

The second camera flies around the rig. Use Web-Jump and Web-Swing. Just try to
get near it as much as you can, then use Web-Strike to destroy it. 

As for the last two, one is in that building with the orange glass that said
Pain Factor. Head in there. You should get a scene and then a fight during the
"commercial break". If you can defeat 15 enemies during this limited time, you
will get the "Publicity Stunt" challenge. Utilize Rage Mode to this end and the
challenge will come very easily. Beat on the rest until the next scene starts.

Now you face the Huge Deadpool Fan. They are mostly the same as any typical
large enemies. What makes these ones unique though is a hammer spin move so keep
your distance for that. Otherwise, I recommend Ultimate's Charge Attack and any
heavy attack-laden combos. Defeating him gets you the "Huge Surprise!"

Exit out the door and follow a very short walkway through to another door.
Inside this other building is the last camera. Before you smash this one, I
recommend making sure you got your first four Hidden Spiders and as many Spider
Emblems as you can grab because you won't be coming back here. 

The last camera will drop through the floor when you get close. Either throw
something at it or do a Web-Strike at it to destroy it. Now watch the next

                                 MID-BOSS FIGHT

Deadpool, the merc with a mouth. He certainly provides for an interesting
opponent, though in reality he won't be putting up much of a fight. His attacks
are as so: an aerial grenade toss, an aerial gun barrage, and a close range
sword attack.

The best time to attack him is well... almost any time. After any attack you
can get in a combo or two. Just watch out for Deadpool's melee. You can
automatically dodge the first two swipes in Defensive Stance, but like Scorpion,
you have to roll out of the way of the last one. Deadpool sometimes vanishes
and then reappears, looking like he's tired. This is a trick though and he
will counter you if you attack him. 

After you take out half of his health, Deadpool vanishes and a Huge Deadpool
Fan appears. Try to lure him up the stars at the edge of the arena. Notice these
grey/white and red devices? They're the bop bags. There's a challenge called
"Bob Bag Surprise". Getting really close to these causes them to start beeping
and eventually explode. You get this challenge for getting five enemies hit
by these. Since the Huge Deadpool Fan has a lot of health, this is like killing
two birds with one stone. Lure him slowly over to the bop bags and then stand
right next to one when he is close to it to make it explode. Try to use each
bop bag on him to start on that challenge.

Anyway, once he's dead, your job is to locate Deadpool. He will be hanging out
on one of the surrounding platforms. Try to take out all the gunners first and
also, collect all the Spider Emblems while you're at it. When you get too close
to Deadpool, he will normally run. What you want to do is wait until he uses
his phone. A grab prompt appears above him. Strike at that moment and grab him
to do some damage.

After the grab, combo him quickly. Dodge his melee strikes and then keep going
with Spider Swipe, Spider Fang, Spider Assault, and whatever you want. Soon,
even more minions of Deadpool will emerge. Take out as many as you wish,
especially the melee guys since they tend to be very annoying. Find Deadpool
on his phone again, grab him, then combo him until he's done. 


When you finally gain control again, you'll be in a smokestack/pipe. Start
climbing along the wall and head straight up.

o--------------HIDDEN SPIDER ALERT!---------------o
|Climb up until you see the first pipe. Go around |
|it and then just go left from this point. Climb  |
|over the steam vents until you see the spider.   |
|Again, it's after going around the first pipe.   |

Continue to crawl up, around the pipes and past the steam vents. Eventually you
can crawl through an opening that leads to the exit. 

After a scene, you'll have more fanboys to deal with. There are bop bags right
near where you came out if you want to keep trying for the "Bop Bag Surprise"
challenge. Otherwise, use aerial combos, especially Bird Eater or Air Rush to
knock them off the platform. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Immediately above where you just exited the      |
|smokestack with the steam vents, there is a tower|
|with a platform on it. Web-Jump as high as you   |
|can, then Web-Zip to the platform. Find the      |
|spider on the wall on one side.                  |

---The Camera Witch Hunt---

Alright, now for the camera hunt. To start, drop down to the lower platform
below where you started. You can identify it by all the colored cargo containers
and the large yellow pipes on the side. There are some gunners here, so disarm
them. The camera will behind some mesh on your right. To the left of the camera
though is a vent. Web-Pull this off and you can go inside to destroy it. 

Five cameras can be found on the lower level, so drop down a ways and use 
Spider Sense to help guide you. These five cameras are all on the same floor
where there are large moving blocks that extend out of the wall. 

To the left, there is another platform, even further down where there are some
fanboys. The next camera is on that platform if you can find it.

Next, go up to the top of the rig where there is a helipad. There will be plenty
of enemies to fight up here, including two Huge Fanboys. There is a challenge,
"Mosh Pit", awarded for making the big guys hit any other fanboys five times.
This includes other Huge Fans. So if you run out of enemies, just make the big
guys hit each other for this challenge.

o--------------HIDDEN SPIDER ALERT!---------------o
|This one is very tough to describe. Look for the |
|large area on this rig where there's a ton of    |
|"fire stacks", those big pillars that are        |
|shooting fire out at the top. Well, beyond those |
|there is a cube-shaped platform that is painted  |
|blue and orange on the sides. On one wall of this|
|platform is where the spider can be found.       |

Now, for the last two cameras. They can be found flying around the rig. Like
before, try to get as high and as close as you can, then Web-Strike at them.

Of course, more cameras show up. These are all on the same level so just head
over to where they are according to your Spider Sense. Just beware as they
blow fire so throw things at them instead. Also watch out for the fanboys,
included the ones with shields. 

The final batch of cameras will show up. One is in another big building. Go in
there and dispatch all the enemies that attack. I recommend using Rage Mode to
make things easier. Throw an object at the camera to break it. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Return to the smokestack where you first entered |
|this area. Stand there and look to your right.   |
|You're looking for a large rectangular red cage  |
|area, near some red pipes. At the bottom of this |
|"cage" there is an opening. Go inside and climb  |
|the wall to a secret door. Inside is the spider. |

The next camera is off to the right, amongst all those pipes and the
"firestacks". When you destroy the first one, an ambush of other cameras pop up.
Destroy them as well to be done. 

---The Showdown and the Tidal Wave---

o-----CHALLENGE WATCH-----o   After the scene, head inside the building.
|                         |   Deadpool calls up another commercial break for
|    [PUBLICITY STUNT]    |   you. This calls in a bunch of melee fanboys. They
|           &             |   are soon followed by a Huge Fan. Try to get him
|       [MOSH PIT]        |   to hit the others for the "Mosh Pit" challenge if
| ----------------------- |   you didn't get it yet. This is a great chance for
|This is your LAST chance |   it. 
|to get these challenges! |
o-------------------------o   Rage Mode is a great tool here so make good use of
                              it. The Ultimate Symbiote Spin is also a great
move to use. 

Once they're all defeated, head out the door. When you're able to, Web-Swing
to the distant platform. A timer starts but worry more about just moving and
fast. Your goal is to reach a high platform before an oncoming tidal wave
washes you away. Web-Swing and hold X as you go to get more speed. Jump from
one swing to the next and try to avoid getting caught by objects or stuck. Land
on the platform, wait for the tidal wave to go by, then drop and keep swinging.

Keep doing this and reach the final platform in under a minute for "Staying
Dry". Quickly get on the diving board on this platform and wait for the boat
to get closer. Web-Zip to it and then Web-Zip across all the masts quickly. You
will pass another oil rig so quickly Web-Zip onto the hanging cargo container
to save your hide. 

What an exciting way to lead into the next boss fight...

    ___               _                   _ 
   /   \___  __ _  __| |_ __   ___   ___ | |
  / /\ / _ \/ _` |/ _` | '_ \ / _ \ / _ \| |
 / /_//  __/ (_| | (_| | |_) | (_) | (_) | |
/___,' \___|\__,_|\__,_| .__/ \___/ \___/|_|

The thought of three Deadpools might seem frightening at first. Really though,
he has just divided not only his weapons, but his life. They all share the
same life bar and they are all limited to one attack, seen from the previously
complete Deadpool. 

The challenge "Organized Chaos" is awarded for defeating the Deadpools in the
order of Guns, Swords, Grenades. So go after the gun-wielding Deadpool first.
Start the fight off with Rage Mode if you want to get a little extra damage.
Use whatever combos you want, but I of course prefer Spider Swipe and Spider
Fang, as well as Spider Assault. Deadpool will start blocking in the middle of
your combos though, so not every hit will land. 

After taking some damage, they will all disappear and drop bop bag bombs on
you. A large set of them will drop, outlining the arena so stay in the center.
The next few sets will surround the middle so stay to the outside for each one.

When they reappear, hit the gun-wielding Deadpool a few more times to take him
out. Now turn your sights on the swords one. As before, he has a three-hit
combo, the first two can be dodged in Defensive Stance, the last of which you
must roll away from. Strike him with Spider Swipe and keep it up until the
bombs come into play again. The first few can be dodged by staying to the
outside, while the other sets you should stay in the middle for. The last set
has bombs everywhere so you'll just have to either jump ahead of time or suck
it up. 

Finish off swords and focus finally on grenades. There should be no strategy
involved anymore. Just go at him with your best combos and he will fall like
the first two. Well done.


     _                         _             
    / \   _ __ ___   __ _ ____(_)_ __   __ _ 
   / _ \ | '_ ` _ \ / _` |_  /| | '_ \ / _` |
  / ___ \| | | | | | (_| |/ / | | | | | (_| |
 /_/   \_\_| |_| |_|\__,_/___||_|_| |_|\__, |
                     ____        _     _                 __  __             
                    / ___| _ __ (_) __| | ___ _ __      |  \/  | __ _ _ __  
                    \___ \| '_ \| |/ _` |/ _ \ '__|_____| |\/| |/ _` | '_ \ 
                     ___) | |_) | | (_| |  __/ |  |_____| |  | | (_| | | | |
                    |____/| .__/|_|\__,_|\___|_|        |_|  |_|\__,_|_| |_|

======================================| Amazing Level Three             [sd09] |

Right from the get go, you're thrown into the thick of it with a quick boss

                                 MID-BOSS FIGHT

Jump from your perch at the start so you can avoid his charge. And that, ladies
and gents, is the extent of Juggernaut's attacks (slow applause). Well, for now

Things will get a little more complex (but not much so) when you try to close
in and attack. If you can manage to dodge his charges, try to move in. At
closer range, Juggernaut should switch to two new attacks. A running grab by
which he tries to grab Spider-Man and throw him into the ground. Dodging this
will leave him open (see below). The other attack he'll usually do when you're
hitting him and that is a foot stomp so be ready to back away when you see him
raise his leg. 

o-----CHALLENGE WATCH-----o   Dodge the lunge (look for the Spider Sense tingle)
|                         |   and it becomes a downward fist slam into the
|       [MAKE ROOM]       |   ground. The shockwave of this can still hit you
| ----------------------- |   if you were really slow in dodging. If you make
|Lure Juggernaut into     |   it out, strike back at him now with Spider Fang,
|smashing 50 objects!     |   Spider Swipe, and Goliath Strike. 
                              As you can see on the left, there is a challenge
in this fight. Simple make Juggernaut smash 50 objects with his charges and
any other attacks. Luring him into running at you and dodging will do the trick
for smashing pillars, fences, and other objects. 

As the fight rolls along and you start to deplete his health, Juggernaut will
introduce another "counter" move to halt your attacks which is a little
shockwave attack when he straightens his body. More dangerously however, he will
scour the area for large objects such as the cars and other things to throw at
you. Obviously given that these are large objects, the ease in dodging them is
relative to how far away you are. The further you are, the easier it will be
to roll out of the way.

Right after he throws them, Juggernaut hunches over a bit in a sort of
"flexing" pose. Run up to him and give him another combo or two. When he starts
to block, that's your signal to back off. Repeat the process and he will go down


The focus then shifts from Juggernaut to the horde of enemies that will swarm
you. The Wild Pack Mercenaries are definitely among the toughest standard
enemies you'll face in Shattered Dimensions. Their melee attacks should be
dodged and they are very dangerous when they swarm you in large numbers. 
Therefore, air combos are good, and I strongly recommend if you have not
already purchased it, to get the Amazing Web Cyclone technique. 

There are a few challenges to begin working on already. One is "Group Hug"
which you can get by throwing enemies at each other. Grab Swirl if you have it,
works for this just fine. The other challenge is "Wild Packed!" which is for
throwing 10 objects at the mercenaries. You'll notice there are lots of crates
here so they can work for this purpose. I wouldn't recommend focusing so
intensely on this now though that you put yourself at risk of being swarmed.

Grab the Spider Emblems around here if you need health. A second wave will come
in shortly after the first is downed. These guys are more annoying that past
foes since they seem to move around a lot. Web-Strike will help you close the

After you're done, another scene plays. Once it's over, you're faced with a
captain and his shielded minions.

o--------------HIDDEN SPIDER ALERT!---------------o
|This spider is immediately on your left after the|
|previous scene and when you are faced with the   |
|captain and the shield enemies. There is a wooden|
|board fence on your left. Behind it and on the   |
|stone wall is the spider. You have to get this   |
|guy before the fighting is over.                 |

Focus on the captain first with air combos or lure him away from the others if
you want to focus on them. Use Web-Strike Evade to get behind them of course
and a simple Spider Swipe combo should do them in. 

After yet another scene you will find yourself in a long corridor, at the end
of which is Juggernaut, continuously throwing stuff at you. This is where you
can get the "Nimble Jump" challenge. Try to point the camera at the objects
as they're coming at you. Juggernaut tries to throw them at Spider-Man's
exact location. Web-Zip onto five of these objects to get it. 

You can swing your way over to him, but you'd be missing out on valuable
Spider Essence and also some goodies below so don't do that. Drop down to where
the mercenaries are and start duking it out. Try to single out enemies as much
as possible. The gunner enemies can be disarmed and that is also tied to a
challenge, "Give Me Your Gun!". There is another, more trickier challenge in
this area only. 

To get "Raining Pipes!" you have to have three enemies get hit by the stuff
Juggernaut is tossing at you. As I said just before, Juggernaut tries to throw
them right at Spider-Man and he is usually fairly accurate in doing so.
Therefore, you are more likely to have an enemy get hit if you're standing very
close to them. You can stay in Defensive Stance and just dodge the normal
slashes while you wait. Three hits is all it takes. 

o--------------HIDDEN SPIDER ALERT!---------------o
|Move forward until you see a high ledge that you |
|need to jump over. Instead of doing that, start  |
|attacking the wall here and you will reveal a    |
|secret opening behind it. Inside the pipe here is|
|your next spider.                                |

Jump up that ledge to the area with the green scaffolding. A few more Wild Pack
Mercenaries will bombard you. Use air combos and also disarms for the gunners.
Amazing Web Cyclone will help too. 

After the scene, make your way out. Approach the next building and use Web-Pull
to clear the debris and gain entry. Two captains and some shielded enemies
await inside, as well as gunners up top. Deal with the captains first. Disarm
all the gunners to work on the challenge. 

o--------------HIDDEN SPIDER ALERT!---------------o
|On the 2nd floor where the gunners are, face the |
|vent which you will need to Web-Pull in a moment.|
|Now go left and there is a doorway here leading  |
|to a little alcove with your spider.             |

Pull the vent off and go outside. Disarm the two gunners here and turn left.
You see another long and narrow area. Before we start exploring, I'm taking a
brief intermission to upgrade, mmkay?


I had a lot of Spider Essence on my hands so I went on a bit of a spree.
Starting with Combat Upgrades, I got the Amazing Quick Charge (cost: 16,000),
and Amazing Charge Lv2 (cost: 17,000). I then bought Arachnophobia
(cost: 10,000), Web Strike Slam (cost: 10,000), Spider Smash (cost: 20,000) and
Eight-Legged Fury (cost: 25,000). I had nothing left really so I only got one
Character Upgrade and that was Health Regen +1 (cost: 12,000). 


This section is much like the previous one. On that note, you can again try to
get the "Raining Pipes!" and "Nimble Jump" challenges here. Otherwise, just
cut yourself a path through the few mercenaries in here. At the end, go through
the pipe, following Juggernaut. 

---Saving the Workers---

After the scene, you'll be taken to a very large area. This is home to what
I feel is the toughest fight in the entire game but it is fortunately, almost
totally optional. You have to save three workers and drop them off at the
various platforms. There are lots of Wild Pack Mercenaries in the area though
and they are very, very aggressive enemies. Not only that, but several waves
of reinforcements will follow them, leading you to believe that there's just no
end to them. There is an end though and it's up to you whether you want to try
and beat them all. 

Otherwise, you can just go straight for the civilians. They'll turn off those
large fire jets for you so you can pass. Before leaving, be sure to pick up
the Hidden Spider. 

o--------------HIDDEN SPIDER ALERT!---------------o
|This is behind one of the pillars that hold up   |
|the platforms the workers must be dropped off on.|
|The one you're looking for is the middle pillar  |
|which holds up the tallest of the three platforms|
|and it is behind that pillar, near the bottom,   |
|that you will find this guy.                     |

If you decide to stay and fight every single one of the mercenaries (good luck),
here are some tips. First, pay close attention to your Spider Sense and watch
for the tingle. These guys are aggressive and they will swarm you with no
hesitation. Be prepared to cut combos short in an effort to get away. 

Attack Captains first. If you have Eight Legged Fury, this move works really
well against them for big damage. Plus it's an aerial move, so you have no
fear of being interrupted. Other good attacks are Spider-Man's Charge Attack,
specifically the Quick Charge. 

If you are swarmed, Web Cyclone helps but just back away and try to isolate
them as much as possible. Collect Spider Emblems around the area for health.
This is also a way to isolate enemies. Some will chase you, others like the
captains will likely not. Take advantage of the smaller numbers. 

---The Oscorp Building---

With the fire gone, get out of here and proceed toward Juggernaut. 

o--------------HIDDEN SPIDER ALERT!---------------o
|You can get this before or after the quick scene |
|with Juggernaut. Stay in this little tunnel area |
|and try to Web-Jump up through the gaps in the   |
|metal girders. Swing over to the left side once  |
|you're high enough. Look for the wall with the   |
|pipes. Climb it to find the spider.              |

Proceed out of this tunnel to be standing before the Oscorp building at last.
Before doing anything else though...

o--------------HIDDEN SPIDER ALERT!---------------o
|When you're finally standing in front of the     |
|Oscorp building, look for the ramp at the bottom |
|of the building that slopes downward to a garage |
|or something. In front of these doors is another |
|spider to collect.                               |

Now for climbing. You'll see Juggernaut tossing down the debris. If you can
climb the first section by exclusively Web-Zipping up the trail of debris,
you'll earn the "Going Up!" challenge. Just keep the camera pointed up as much
as possible to keep Web-Zipping. 

After the scene, the next task is to get to the very top. There is another
challenge, "Ascension" for getting to the top in 45 seconds. This is by all
means a very fair time limit, as Web-Jumping and climbing get you up there in
no time flat. You might consider skipping this challenge for now though if you
wish to get all the goodies.

o--------------HIDDEN SPIDER ALERT!---------------o
|Look for some white scaffolding on the right side|
|of the Oscorp building as if you were facing it. |
|Follow the scaffolding around until you find a   |
|spider on the wall.                              |

o--------------HIDDEN SPIDER ALERT!---------------o
|Also on some scaffolding. This one is located    |
|close to the closest left corner of the building.|
|The scaffolding is near a yellow crane platform. |

At the top of the building, you get a scene. It's the preliminary start to the
inevitable boss fight! Like other first person fights, just mix up the attacks
as much as possible. When Juggernaut brushes you off, he will be working up a
counterattack so be ready. When you get his helmet off, keep it up and continue
to watch for the counter. Don't pull the sticks down when you see him move his
arm. Pull the sticks down when the actual prompt appears. 

After that, another scene and then...

      _                                               _   
     | |_   _  __ _  __ _  ___ _ __ _ __   __ _ _   _| |_ 
  _  | | | | |/ _` |/ _` |/ _ \ '__| '_ \ / _` | | | | __|
 | |_| | |_| | (_| | (_| |  __/ |  | | | | (_| | |_| | |_ 
  \___/ \__,_|\__, |\__, |\___|_|  |_| |_|\__,_|\__,_|\__|
              |___/ |___/                                 

Oh wouldn't you know it, the big lug got stronger. Oh well, we still have
brains on our side. Juggernaut will carry over a few attacks from the first
fight, including the foot stomp and he will still throw Spider-Man if you get
too close.

His fist smash has become stronger though. When he hits the ground, its ends
a rift through the ground, causing lots of rocks and concrete to lift up and
shoot toward you. Dodging to the side will avoid this. The other new attack is
when Juggernaut jumps very high up, only to crash down and cause an earthquake
with similar, but much larger effects. The best way to avoid this is to wait
a few seconds and when he hits the ground, jump, double jump, and Web-Jump if
you have to, to jump over the large rift. 

So when to attack? Well, like usual, after just about any attack, Juggernaut
is vulnerable to a combo or two. After he does the fist smash, you have a few
brief seconds to attack before he does it again. If you avoid the earthquake
attack, you also have an ample window to strike at him. 

After dealing some damage, Juggernaut starts smashing the ground repeatedly,
lifting up a large dust cloud. He will begin his trademark charging, so be
prepared to dodge. When he comes to a stop, strike at him quickly. This should
stun him and a grab prompt will appear above him. Grab him for a quick special
attack to deal even more damage.

Juggernaut will throw large rocks at you from a distance. After he does, he
stops for a few moments and is once again, open to being attacked. Another
attack he will introduce as the fight goes along is a powerful clap attack.
No, I'm serious. Juggernaut will clap his hands, producing a strong burst of
wind that will knock you back. Your Spider Sense will tingle for this so be
ready to dodge and then try to hit him back.

At this point, his moves will recycle. Dodge/roll from his normal attacks,
and jump over the earthquake. Counterattack him and hit him in the dust cloud
to cause the grab prompt to appear. After that, it will probably just be a game
of dodge and then counter.

When Juggernaut is on his last legs, he'll do the earthquake three times in a
row and each time he comes down, he will use the small body shockwave attack
to prevent you from hitting him so just wait it out. After the third one, you
can move in for the kill.

One down, three to go.


 _____       _     _                 ___  ___              _   _       _      
/  ___|     (_)   | |                |  \/  |             | \ | |     (_)     
\ `--. _ __  _  __| | ___ _ __ ______| .  . | __ _ _ __   |  \| | ___  _ _ __ 
 `--. \ '_ \| |/ _` |/ _ \ '__|______| |\/| |/ _` | '_ \  | . ` |/ _ \| | '__|
/\__/ / |_) | | (_| |  __/ |         | |  | | (_| | | | | | |\  | (_) | | |   
\____/| .__/|_|\__,_|\___|_|         \_|  |_/\__,_|_| |_| \_| \_/\___/|_|_|   
      | |                                                                     

| Noir Level Three             [sd10] |=========================================

One more trip into the dark and gritty world of Spider-Man Noir. Once you're
able to really begin moving around, run across the wire and toward the tower.
There should be one enemy on your right and another on your left. The former
should be ripe for a takedown once you reach the tower. Wait til the other
turns around and sneak up on him too.

o--------------HIDDEN SPIDER ALERT!---------------o
|Underneath this tower, that is, the tower that is|
|on your left as you start, there is an open space|
|you can just walk in. Well, difficult to see in  |
|the shadows (this is why Spider Sense helps), you|
|will find the first spider on the inside of the  |
|wall at the bottom here.                         |

o--------------HIDDEN SPIDER ALERT!---------------o
|Right next to where the tower is with the first  |
|spider, off to the left a little near the wall,  |
|there should be a very small tent. Again, it's   |
|difficult to see in the darkness, but it's right |
|next to the stand that says "POPCORN". The spider|
|is on the far side of the tent.                  |

Now, wander over to the right side, where the spinning ride is located (anyone
know what that is called by the way? I'm not a amusement park enthusiast). Two
guards patrol here. This area is really well lit so I'd recommend hitching a
quick ride on the err... ride. As it spins, leap off to the right-hand wall
which is in shadow. From here, you can carefully do ground takedowns on both
of them.

o--------------HIDDEN SPIDER ALERT!---------------o
|Hug the right-hand wall here near that spinning  |
|ride. Hug the wall and walk forward (north) and  |
|turn the corner around the building. The spider  |
|is right there.                                  |

Now one thing you might have noticed by now is the fireworks that go off about
once every minute. They completely light up the area, temporarily removing
shadows so be careful. 

Now for rescuing the first civilian. Return to the tower from earlier. There
are two wires that extend toward the north from it. Walk across the right-hand
wire and you'll see why in a second. Making sure to time it so that the
fireworks are not about to go off, follow the second wire to the platform where
two thugs are standing on top of it. The right wire leads right into shadow
which is perfect. This lets you slip in unnoticed. Take out both thugs from
behind and now focus on the two below, standing in front of the civilian.

Zip to the archway that is exactly above one. This thug is standing behind the
other and the latter won't notice you do a perch takedown on him. You can do
the same for him or get him any other way you want. Once that's done, free
the civilian and carry him to the start of the area, beyond the gates. 

Venture toward the top-right of the area. Take out the lone thug standing
between the popcorn stand and the staircase. 

There is another building in this corner with plenty more thugs. Like before,
take the high road and cross a wire over to the top of it where two thugs wait.
Now, keeping the fireworks in mind, this can take some delicate timing. Wait
until after the fireworks have just finished, then cross the wire. Hopefully,
the one thug up here that patrols will have his back turned. Take him out,
then go for the other guy who is stationary. 

Stand at the far ledge of this rooftop and look for a thug below you can grab
from up here for an easy "higher ground" takedown. Drop down to where he was
and go inside the building. Two more thugs on the platforms, keeping watch.
Do a long range ground takedown for one, and a close range for the other. 

There is one more on the side of this building, to your left (top-right if you
were facing the building). Drop down into the shadows near him. I prefer to do
a wall takedown here because it's easy. Just crawl on the wall here and wait
for him to turn around. 

o--------------HIDDEN SPIDER ALERT!---------------o
|On this very same wall (as described above) is   |
|the next spider. For reference though, this is   |
|the building that is in the top-right corner of  |
|the park. To find the spider, face the building  |
|and go to the right side of it. It's on the wall.|

As for the civilian, there are two thugs guarding her. I did one high ground
takedown from the ledge that the previous thug was standing on to get one of
them. The other I did the same thing for on one of the stands behind him. Free
the civilian and take her to safety. Why do they keep offering Spider-Man
egg sandwiches? Buh?

Anyways, the last place to check out is the top-left corner. Approach carefully
and notice the lone guard standing in front of the tower. Take him out from
the ground at a distance if you prefer.

o--------------HIDDEN SPIDER ALERT!---------------o
|Like the first tower, this spider can be found in|
|the little open section at the bottom of the     |
|top-left tower. Go inside and look on the walls. |

If you go halfway up the tower, there are small bowl-shaped balconies that 
overlook the side areas. Step out onto the one that overlooks the thugs. One of
them will patrol here and you can do a perch takedown on him, unnoticed by the

Notice the two thugs on the higher platforms that are stationary. You can easily
sneak up on them for ground or close range or wall takedowns. Get them first
before you go after the last two.

Now slip back down and eye the patrolling thug. Wait til he turns around and
lean heavily against the wall of the previous platform. Do a long range
takedown to throw him up against the wall. Have you noticed how specific and
varying I've been with the takedowns? Not that you have to listen to me of
course, but there is a reason for that. If you perform one of each type of
takedown, you will get the "Going Knots" challenge. The six are: 

1. On the ground, long range
2. On the ground, close range
3. On the ground, standing near a wall
4. From a higher, flat platform
5. From a perch
6. While crawling on a wall

Now take out the last thug and free the final civilian for a scene. Before we
go any further and enter the ominous clown face door, let's upgrade. 


I got Noir Quick Charge (cost: 16,000) and Noir Charge Lv2 (cost: 17,000) as
my only Combat Upgrades. For Character Upgrades, I got the Noir Bonus Suit 2
(cost: 20,000) and Accelerated Vision Duration +1 (cost: 20,000).


Approach the clown face... door and get a scene. Dodge Goblin's attacks and
let loose with a few of your own. After that, go inside the tent for another

o-----CHALLENGE WATCH-----o   You will have a large amount of enemies here to 
|                         |   contend with, though nothing even remotely
|      [PLAY BALL!]       |   close to what you dealt with in Amazing's stage.
| ----------------------- |   There are enough enemies here that you can easily
|Throw the ball at 5 foes!|   get two challenges here. "Play Ball!" you'll get
o-------------------------o   here and only here for throwing the large circus
                              ball at five enemies. It's difficult to do when
they're hording you, but use Circle, Circle for the quickest throw. 

The other is "Back Off!" for doing the Spider Stomp move and hitting five
enemies with it in one attempt. That means getting all five in one Spider Stomp
attack. Just try to let them crowd you, then jump in the air and hit them with
it. It shouldn't be too hard. 

As for hurting them, well again, they're not as hard as the Wild Pack
Mercenaries. Still, air combos work great on the bigger foes, or anyone. Since
Noir still lacks a great ranged melee move (although his Whirlwind Punch is
the best you've got), it's best to just focus on enemies one at a time. Pop
them into the air, let loose with Air Rush, Bird Eater, Aerial Grab, or
anything you got. 

---Second Carnival Area---

After another scene, Goblin gets all up in your grill yet again. Let loose with
a flurry of first person punches and look for the dodge prompts. After you have
warded him off yet again, exit the tent promptly.
o--------------HIDDEN SPIDER ALERT!---------------o
|After the scene of Goblin running away, look to  |
|your immediate right now that you're out of the  |
|tent. The sixth spider rests on top of the animal|
|cage.                                            |

o-----CHALLENGE WATCH-----o   Walk forward and zip to the arch. As you already
|                         |   noticed, there are more civilians to be rescued.
|      [STEALTHIER]       |   From the arch, zip to the platform a bit to your
| ----------------------- |   right. From the shadows on the right side, you
|This is your LAST chance |   can take out the first thug, then nab the second
|to get this challenge!   |   when his back is turned.

Again you have to be mindful of the fireworks. From this building, use Spider
Sense to see through the floor above you. Wait for this thug to turn around,
then zip up to that ledge from below. Take him out quickly, then free the
civilian. He will quickly turn off the electricity nearby for you. This removes
the electrical current from a wire that you can now cross to the tower ahead.

When you get close enough, you can Web-Zip to several perches on the tower. The
flagposts surrounding it make for decent perches to take out the three thugs
below. Once you've taken care of them, free the next civilian from his cage.

o--------------HIDDEN SPIDER ALERT!---------------o
|After saving the second civilian in this tower,  |
|enter his cage. This spider is hanging out on the|
|ceiling of the civilian's little cage.           |

Again, cross the wire to reach the next structure. Move only in the shadows.
The fireworks here go off sporadically with no set pattern so you need to be
extra cautious. When you reach the building, stay on the wire. The first thug
here will eventually walk right underneath for easy picking.

Drop down the side of the building to the second level where you see a thug
patrolling. Get him from the wall or ground while in the shadows. The next two
are standing at the edge of this platform up front. Yank one from a distance
into the shadows. Then wait for the other to have his back turned before
striking. Save this third civilian. He has to be set down on the ground nearby
so carry him over there when it's safe. He'll open the door to the funhouse
for you. 

There are two more thugs patrolling. Get them if you wish. Note that there's
a challenge, "Stealthier", for taking out 10 thugs consecutively without
raising the alarm. If you're two away from getting it, now's your chance.

---The Funhouse---

You start off with a lot of doors. Creepy clown doors... I don't know how
randomized this is, but I usually always get in after two tries. Just keep
trying each door until you get into the twisted hallway.

Go down this hall but be careful of the jets of steam/gas that shoot out every
so often. They hurt a lot. 

In the next room, you'll find it to be quite... topsy-turvy. The minions of
Goblin show up just after Spider-Man gets sprayed with some disorienting gas.
The camera will wobble and shake here which I will not doubt can cause some
problems for certain players. Therefore, take your time and be at a safe
distance from the TV if you have to. Otherwise, this fight is not much more
difficult. Air combos work fine and so does Whirlwind punch. 

When the big guy gets into the mix, lure him into hitting other enemies for
you, then wail on him with your best combos and most of all, your Charge Attack.
That will be a good weapon to use in order to get weakened enough for a grab
finisher. Complete this fight in two minutes for "Confusion". 

Now you have to climb out of here. Favor the left wall when you start and climb
toward the back of the room.

o--------------HIDDEN SPIDER ALERT!---------------o
|In the top left corner of the room, about        |
|halfway up, the final spider can be found. It's  |
|not too hard to find. It's exactly in the corner,|
|on the wall, near a painting.                    |

Climb up the back wall and you'll enter another twisted corridor. Take this
back to... oh no, not again. Again, I don't know for sure if it's totally
random or if there is a set door. I got out by using the left-most door as in,
not top left, not bottom left, just straight left.

In the next room, Goblin shows up yet again. This guy is really persistent about
making Spider-Man part of the new carpeting. Dodge his initial stomp, then let
loose with some punches. Every time he throws you down, be ready to pull down
on those Analog Sticks again. 

Once he's warded off, you will be outside again. Run forward until you get a
scene. Quickly, run forward and jump into the pit here. Right at the front is
the civilian you must rescue. Web-Pull him free, then grab him. Once you grab
him, a quick first person cutscene handles the rest. 

Walk forward, amongst a flurry of sparks, toward the ominous door ahead which
will lead you to...

 _____       _     _ _       
|  __ \     | |   | (_)      
| |  \/ ___ | |__ | |_ _ __  
| | __ / _ \| '_ \| | | '_ \ 
| |_\ \ (_) | |_) | | | | | |
 \____/\___/|_.__/|_|_|_| |_|

Goblin is another tough customer you can't really get too close to except when
he leaves himself open. His attacks are also a little nastier than say, 
Juggernaut's. He will smash the ground with his fists, creating a shockwave
like Juggernaut that he uses toward you off when you're hitting him. It has
slightly better range though. He also has some sort of energy attack or
something similar where yellow waves spread out from his body. This attack
spreads out in a wide radius, making it difficult to dodge, so jumping might
be a better option.

Goblin will either use one of these attacks or slowly stalk his way toward you.
IF he gets within arm's reach, he'll grab you for a painful grab attack that
sends you flying. If you're at medium ranger or a little further, he might be
prompted to lunge at you with an uppercut. Dodge this to the side and then that
is when you can strike back.

As you will notice, not even your heavier combos do much damage. Just do what
you can, then back away to avoid the shockwave from the fist smash. Keep trying
to lure him into this attack and then strike at him. The weakspot is on his
back and that is what you need to aim for. If you do a Web-Strike Evade, you
can quickly get behind him. Do this five times actually for the "Got Your Back"

After he loses enough health, the situation changes to stealth.

Treat him as a normal thug now. You just need to be in good range and have his
back to you. You can do a stealth attack from the wires or you can get on the
ground and even go into the light. Just make sure he doesn't turn around.
Attack when you're ready and he'll take significant damage. The lights will
subsequently go back on. 

Goblin will pick up a small pillar or something to that effect and wield it
against you. He does a two-hit combo with this. You must dodge at least the
first one by rolling or else he will not leave himself open. Dodge both and on
the second attack, he will smash it downward. Get behind him directly to do the
most damage to him. IF you attack him at an angle, you might not actually hurt
him. Aim for the large red spot on his back.

Keep dodging his attacks and then counter when he smashes it downward. He might
also throw it at you so be warned. The fight will eventually slip back into
stealth again. Take him out a second time when his back is turned to move onto
the final phase.

First, try to get the "Incompetent Fools!" challenge. There are so many thugs
around that this should be easy. If they're crowding you enough, lure Goblin
forward and get him to do an attack with his little stone pillar and he will
hit them instead. Get him to hit 10 of them for the challenge. 

o-----CHALLENGE WATCH-----o   This is also a good way to lower the amount of
|                         |   enemies, letting you focus on Goblin more
|       [BACK OFF!]       |   exclusively. He will easily clean things up for
| ----------------------- |   you if you let him. You can also take matters
|This is your LAST chance |   into your own hands, preferably with air combos
|to get this challenge!   |   for some alone time. Once you're ready, focus on
o-------------------------o   Goblin again.
If Goblin continues to use the pillar for a weapon, then he is much more
dangerous. Be careful, especially if there are thugs around. Strike him from
behind when you are able to dodge his attacks. I went primarily with Goliath
Strike, mixing in some normal punches when I could. It might be tough, but
he will eventually go down. 


 _______  _____  _____ ______  _______  ______     _______ _______ __   _
 |______ |_____]   |   |     \ |______ |_____/ ___ |  |  | |_____| | \  |
 ______| |       __|__ |_____/ |______ |    \_     |  |  | |     | |  \_|
                                                          __  __  __  __ 
                                                            )/  )(__)(__)
                                                        .--'/  /   /   / 
                                                       (__ (__/   /   /  

=========================================| 2099 Level Three             [sd11] |

Once more into the future, dear friends. When you start this level you'll be
in a room, but... there won't be anything to do except sit tight and wait for
a scene. This will begin your downfall....

Or rather, freefall. You need to hold dash to stay ahead of the surging
explosion behind you. The problem is, the robotic arms of your enemy will pop
up through this corridor to try and slow you down. There is a challenge for
dodging them 50 times, "Close Calls". This is actually a somewhat tough
challenge since the margin for error is very small. 

To "dodge" the arms, you need to avoid them, go around them. Dashing offers you
no mobility while falling but letting go lets you maneuver much more freely.
Any time you see the arms pop up, let go of the dash button and maneuver around
the arms. As soon as you're clear, dash again. Hitting even just a few of the
arms might make it tough to get this challenge. You can try again though if
you want by restarting the level. You get another quick scene when you're

The room you were in is hooked up to four cables which are subsequently hooked
up to four reactor cores and they need to be disabled, pronto. The four areas
they are located in are conveniently called Labs 1-4. You will regain control
in the corridor leading to Lab 01. 

You're not alone though. The lizard-like robotic creatures will attack you
here. Any normal combos work fine, but air will not work at all on them since
you can't hit them into the air. They will also teleport to the tiny floating
platforms above, where a quick Zip Kick will knock them off. 

When these creatures die, they leave behind a purple sphere that pulsates with
light. They explode after a while or if thrown at somebody. "Core Mechanic" is
a challenge for throwing three of these "cores" at any enemies, including other
robotic lizards. You can work on this now. 

More will show up, including smaller lizards which are very similar to the
red electricity creatures from Electro's stage in the Ultimate universe. They
will run up to you and stop, and a few seconds after that, explode, causing you
damage. Much like the red electricity creatures, these guys die in one hit so
make quick work of them. Grab the "Accelerated" challenge here by going into
Accelerated Vision and killing five enemies before it runs out. Very, very easy
to get with the weaker, smaller creatures since there's so many of them. 

---Lab 01---

The door above eventually opens so get up there and make your way into the
reactor room. Disarm the two Public Eye enemies here and approach the reactor
itself. Doctor Octopus starts jabbering on. 

o--------------HIDDEN SPIDER ALERT!---------------o
|When you're in front of the reactor, turn around.|
|The spider is at the top of the arch-like        |
|structure you passed through. Climb the side of  |
|the wall to the top of it and the spider is here.|

Stand in front of the reactor and Web-Pull it as prompted to shut it down.
One down.

The Public Eye show up though. Not much to worry about, just more fighting
practice. Now is a good time to start working on two other challenges. One is
"Alley Oop" for throwing the flying drones that inhabit the reactor rooms at
three enemies. You should see them flying out of their little holes at the sides
of the room. Targeting them is really annoying, so it works best if you're in
the air with them, as close as possible. As soon as you get your web on one,
try to redirect it at a Public Eye soldier. Do this three times for the

The other one I recommend getting started on early is "Stay Down!". You have to
perform five Web Slams on enemies. First off, you need to have Web Slam of
course. Secondly, you need to know how to do it. This is the tough part about
it. The enemy has to be airborne, but you can't be. So in that case, I prefer
Grab Uppercut. Goliath Strike works too, but it will do a lot of damage and
you don't want to kill them too soon. Once they're in the air, here comes tricky
part number two: actually landing Web Slam. Hit Circle to slam them to the
ground, but you might not always target them and this becomes frustrating. I
definitely recommend starting this one early so you can get it before the level
is over. 

So anyway, getting back to the level... Leave the reactor once you're done
smiting these guys. More will be outside, on the walkways, and below. Two Jet
Bikes should show up too. Defeat the Jet Bikes with Web-Strike Punch attacks
(do a normal Web-Strike, but hit Square as you're zipping toward them). This
will get you started on the "Swatting Flies" challenge for Web-Strike Punching
five Jet Bikes.

o--------------HIDDEN SPIDER ALERT!---------------o
|This spider is underneath the doorway that you   |
|would have just exited. Drop down to the bottom  |
|of the corridor and turn around as if you were   |
|to face the direction of the reactor core again. |
|There is a large hexagon-shaped pattern on the   |
|wall. The spider is in the center, very hard to  |
|see.                                             |

Web-Swing out into the center of the area now. You can see three other corridors
to enter. The lab numbers are written on the walls. Lab 02 is on your right,
so let's head there next. Somebody is waiting for you though....

                                 MID-BOSS FIGHT
                                    MECH ARM

Yes, instead of fighting her yourself, she gets a gigantic metal arm to use
instead. Sheesh. Well, in any case, the Mecharm has really only one tactic. It
tries to hit you. Pretty simple. It hurts a lot though. 

You want it to attack though. See the trick to beating it is to make it touch
the floor in a specific place. Notice the four hexagon shapes on the floor. One
of these panels will open up, revealing a purple electrical space. If you can
stand in front of it, luring the Mech Arm to attack, it will hit this instead.
The attack delivers an electrical shock up the arm and all the way to Doc Ock.

Now is your chance. First, grab the very, very easy challenge "Man Over Machine"
by running up the arm from the floor as if the arm were like a metal beam or
girder. Easy. Run up to Doc Ock and grab her for a special attack. Do this one
more time and the fight is over. 


---Lab 02---

Enter the lab now. You'll see a scientist. He will run off ahead, offering to
help Spider-Man out.

o--------------HIDDEN SPIDER ALERT!---------------o
|Just a few feet into the next room, about where  |
|the scientist is standing, peek over the right   |
|side of this platform down below. You should see |
|a small structure jutting out from the side below|
|and on it, the spider.                           |

Guide the scientist right to the terminal in front of the reactor. You need to
protect him from the Public Eye who will subsequently invade the room. Use air
combos on the captain enemies, preferably Eight Legged Fury. If they crowd you,
use 2099's Helikick or Spider Swipe moves. The Charge Attack also works great
for multiple enemies. 

A big shows up so lure him away from the scientist. If the missile launching
enemy is around, try to lure him into shooting his missiles, then activating
Accelerated Vision to steer them into the big guy. 

Once the scientist is done, defeat a few more Public Eye foes, then have at
the reactor. Deactivating this one with Web-Pull means you're done here.

Outside, a large Public Eye enemy as well as a few missile launching guys will
be waiting. Use the missiles to your advantage, utilizing Accelerated Vision
to make them hit the big guy. Defeat the rest easily. 

Upgrades time, yes? Yes.


From Combat: 2099 Quick Charge (cost: 16,000), 2099 Charge Lv 2 (cost: 17,000),
and Justice Strike (cost: 20,000). From Character: 2099 Bonus Suit 2 
(cost: 20,000), and Health +1 (cost: 25,000). 


Make your way over to the corridor that leads into Lab 03. You'll be sealed in
and more of the robotic lizard creatures will be lurking down below. 

o--------------HIDDEN SPIDER ALERT!---------------o
|As you enter the corridor toward Lab 03, this    |
|spider can be located on the 2nd floor walkway on|
|your right. He's right at the end of the walkway |
|that is closest to you.                          |

Beat on the lizards with Spider Swipe, Spider Fang, Spider Assault, anything
you want really. Just remember aerial combos don't work and also, dodge their

---Lab 03---

When you're ready, proceed into the next room. Before the lab, you'll be in a
small "waiting" room of sorts. Here, a few of the smaller, more explosive
lizards attack. Just fend them off for a while until the door opens.

Now here, we have a large room with scientists trapped behind glass walls on
the platforms. There are also Jet Bikes and lizards around here too. 

o--------------HIDDEN SPIDER ALERT!---------------o
|The closest platform should be on your right. Go |
|here and pull the wall off with Web-Pull. Inside |
|is an emblem and another spider.                 |

Swing to the first platform on the left side. This is where the first scientist
is. You can see their locations with Spider Sense on, like always. You knew
that, right? Jet Bikes show up though, a lot of them. Like, really, a lot of
them. Dispose of them with Web-Strike Punches for "Swatting Flies" and the rest
of them just because they're annoying. Robotic lizards might also show up on
the platform, so Zip Kick them off. 

When you're ready, pull the glass off and grab the scientist. Take her to the
end of the room where the forcefield is. Put her down there and then go to the
next platform that would've been on your left from the start, just further

This one is protected by a large Public Eye enemy and a few gunners. The gunners
are of little consequence so focus on the big guy. If he uses his missiles,
get some help from Accelerated Vision to direct them at him. Otherwise, use
abbreviated combos combined with careful dodging to slowly weaken him for a grab

Save this scientist, drop her off, etc. The final platform is across from the
second one, on the right side. This one is guarded by a few regular melee
officers and a captain style enemy. You can of course, throw them off the
platform, easily, or just knock some sense into them. Either way works. 

Once you've saved the last scientist, the forcefield will inevitably be lowered.
As soon as it does, a simultaneous blast of several homing missiles will occur.
Activate Accelerated Vision and steer them into someone else. 

Start your assault. Try to leave one of the missile launching enemies alive for
the tougher foes to come. One such enemy, another large Public Eye officer will
appear shortly. Two will appear actually. Their missiles, combined with the
launcher enemy's missiles will make this fight much easier.

o--------------HIDDEN SPIDER ALERT!---------------o
|This spider is behind the hologram image pedestal|
|thing in the reactor core room. The hologram is  |
|in front of the reactor itself, on the floor. The|
|spider is right behind it.                       |

Go for the reactor when it's clear. A few more gunners try to impede your exit
but they offer little resistance to your skills. Get back to the corridor where
a whole lot of Jet Bikes are waiting. Beat them or ignore them. Swing your way
out of this corridor and back to first room. Listen to Doc Ock's lamentations
and then go on your merry way. 

At the end of the corridor leading back to the center intersection, you have
two large enemies waiting. Use their missiles which they will definitely be
using at long range and redirect them by turning on Accelerated Vision. Finish
them off with careful combos. 

Swing over to the Lab 04 platform for another arm wrestling match.

                                 MID-BOSS FIGHT
                                    MECH ARM

The fight is very similar to the last. One key difference is that the purple
electric panels don't stay open as long. The other, more obvious difference is
that you also have to deal with the exploding robotic lizards. You can use them
to your advantage though.

I recommend trying for the "Too Fast For You" challenge here. It requires you
to hit five enemies with a single Charge Attack of 2099's. This is tough unless
you have five enemies crowded together. These lizards certainly will do that
for you. The Mech Arm will destroy them though with its attacks. So, here's
what you do:

Lure the Mech Arm like usual into hitting one of the purple electric pads. This
stuns it and it will stop moving and thus the lizards will not get killed. Keep
your distance and charge up the Charge Attack real quick. Let them rush you
and before they explode, unleash the attack. If you get five, you'll get this
challenge. If not, keep trying. 

As for the arm, lure it into hitting the electric panels like before, then go
up the arm to Doc Ock and use the grab special. And yes, only two times and
it's over.


---Lab 04---

You can't leave due to a force field, so just man up and enter the next room.
Here you will be attacked by more of the small exploding lizards. Quickly fend
them off with simple punches and use the Charge Attack too.

This next corridor is long and doesn't have many surprises. There might be a
Jet Bike or two, but that's about it. There is one other thing though...

o--------------HIDDEN SPIDER ALERT!---------------o
|From when you enter this corridor, you should see|
|a very large structure on your left. It's hard to|
|describe, but the front of it is rounded, and it |
|got blue/green glass on it and if you look inside|
|you can see a lot of cables. There's a Spider    |
|Emblem way on the top of it if that also helps.  |
|Basically, go to the bottom of this structure and|
|crawl on the wall to go inside of it. The spider |
|is at the top.                                   |

Swing through the corridor to a small room with another trapped scientist.
First, deal with the Public Eye who decide to barge in. I recommend taking them
out in this order: captain, melee, shield. Free the scientist when you're done.
She'll open the way to the next long corridor.

Two Jet Bikes roam this corridor. You can lure them to the platform at the end
though where you'll find the reactor and some Public Eye. The Jet Bike missiles
could be used as weapons for this fight if you'd like. Otherwise, deal with
the large enemies the same way you have so far. Use their own missiles and use
abbreviated combos against them. Watch out for the exploding lizards as well.

o--------------HIDDEN SPIDER ALERT!---------------o
|The final futuristic spider can be found on your |
|right when you're looking at the fourth reactor  |
|core. It's on the wall just above a small balcony|
|on the right wall.                               |

Disable the final reactor for a scene. Now you have to move--and fast! Hold
X while swinging. This part is difficult and it could take a few tries. To make
it a little easier, when you swing, don't jump out of the swings too late,
resulting in these very large jumps into the air. Make them small so you don't
get too much altitude.

Keep swinging til you get to the middle room. Grab the scientist and run! On
the other side, enter a Web-Swing again and keep going. Turn sharply as the
corridor turns and again, the key is to not get too much altitude while
swinging. The exit platform will be too far below you if you swing too high,
and this causes problems because Spider-Man might lock right onto the perches
that line the platforms, which will slow you down. Try to swing level with the
platform and jump past the perches, so you can run right through the door and
into safety.

With that over, you'll return back to the main room. With all four reactors
down, the central room at the top is open again. This is where Doctor Octopus
threw you out initially. Web-Jump up high enough, then Web-Zip inside. Get
ready for...

 ______   _____  _______ _______  _____   ______
 |     \ |     | |          |    |     | |_____/
 |_____/ |_____| |_____     |    |_____| |    \_
                   _____  _______ _______  _____   _____  _     _ _______
                  |     | |          |    |     | |_____] |     | |______
                  |_____| |_____     |    |_____| |       |_____| ______|

She is another boss fight that I found fairly enjoyable. At the outset, she
will be in the center of her little reactor and untouchable for now. A laser
will sweep the area around her. Besides that the laser obviously hurts, when
it touches the floor tiles, they become energized and turn basically into 
land mines. Step on them and you'll take damage. So avoid the tiles that are
lit up. 

To get her out of there, you need to Web-Pull the large hubs on the side of
her platform. The laser will make that a little difficult though. So walk out
to the foreground, that is, toward the camera. The laser will extend out this
far as well to try and hit you. When it gets close, run toward the center
again. Quickly Web-Pull the first hub. 

A second laser appears. Repeat the same strategy above. You want to make it so
that the laser isn't going to hit you while you're trying to Web-Pull. Three
lasers appear at once while you try to get the last one. Succeed though and
the forcefield around Doc Ock will be down. 

Web-Strike at her to knock her out of there. Now begins the true fight. She
will of course, shield herself again, but at least she's out in the open. In
this phase, Doc Ock will run at you and she's very fast. To prevent her from
running you over, just Web-Swing around the room. Eventually she will come to
rest in the center. 

She will charge up a large purple shockwave. It's easy to time, but stay away
just to be safe. Jump over the shockwave, then attack! Hit her once to stun
her. This brings up a grab prompt. 

That is basically the pattern you will follow. Web-Swing away from her as she
chases you (you can crawl on the wall too). When she stops, jump over the
impending shockwave, attack her, then grab her. 

o-----CHALLENGE WATCH-----o   After she loses nearly all of her health, she
|                         |   gets a little more serious. She will summon more
|     [CORE MECHANIC]     |   of those robotic lizards. This is where you can
| ----------------------- |   get the "Cutting Edge" challenge. It's a tricky
|This is your LAST chance |   and somewhat annoying challenge.
|to get this challenge!   |
o-------------------------o   In this final phase, Doc Ock shoots her laser
                              again. The laser destroys the lizards on impact
and that's what you need to do. You basically have to make yourself a sitting
duck for the lizards though, standing right in front of them so that the laser
will hit them. Do this five times for the challenge. What makes it difficult
is that they seem to die kind of suddenly sometimes, not from the laser. Just
keep at it and you'll get it eventually. 

To defeat Doctor Octopus once and for all, use the leftover cores from the
lizards and throw them at her. They don't last very long on the ground so try
to be quick. Her laser attacks can make this very, very frustrating for you
though. I recommend keeping a fair distance, staying to the outside of the
arena. Make sure you do the Circle --> Circle throw which is much faster than
the others. Do this two or three times to beat her. 


       _ _   _                 _        
 /\ /\| | |_(_)_ __ ___   __ _| |_  ___ 
/ / \ \ | __| | '_ ` _ \ / _` | __|/ _ \
\ \_/ / | |_| | | | | | | (_| | |_|  __/ 
 \___/|_|\__|_|_| |_| |_|\__,_|\__|\___|     
                         __       _     _                                    
                        / _\_ __ (_) __| | ___ _ __        /\/\   __ _ _ __  
                        \ \| '_ \| |/ _` |/ _ \ '__|_____ /    \ / _` | '_ \ 
                        _\ \ |_) | | (_| |  __/ |  |_____/ /\/\ \ (_| | | | |
                        \__/ .__/|_|\__,_|\___|_|        \/    \/\__,_|_| |_|

| Ultimate Level Three             [sd12] |=====================================

Ah, the final level. And what a fight we have in store, kiddies. After the
opening scene sets the ominous stage, we'll soon get behind the reins of 
Ultimate Spidey once again. 

Things get even creepier as you proceed down the hallway that guides you out of
the first room. Take this to an even larger room. Casually walk in and survey
the damage. Things seem pretty quiet until... OH MY GOD, ZOMBIES! 

Well.............. not really. They're just corrupted by this red "goop" as
Spider-Man puts it. Still, I prefer to call them zombies so let's go with
that. The zombie-human-corrupted-hybrid-things will swarm you and there are a
lot of them. They move very fast too. If they get too close, one can grab you
while the others attack you which can hurt a lot. 

Rage Mode will really help here so give it a whirl if you'd like. Also, much
to my and probably your chagrin, aerial combos do not work on these guys because
you can knock them into the air. Rage Mode, Goliath Strike, Spider Swipe and
Ultimate's Symbiote Spin are my recommended moves. Using Rage Mode when they've
either surrounded you or even grabbed you is good because you'll be working on
the "Knocked Back" challenge. This is awarded for hitting 25 of the zombies
with the force that is exerted when you activate Rage Mode. 

Once you've cleared the horde, cautiously move toward the exit. An ambush of
more S.H.I.E.L.D. zombies will come at you. Back away, leading them into the
center of the area for more space. Use Rage Mode again or just take them out
with standard moves. 

o--------------HIDDEN SPIDER ALERT!---------------o
|There is a second floor in this room. What you   |
|need to do is go to the platform just above where|
|this second ambush came from. Go up here and turn|
|right. Behind a bunch of boxes is the spider.    |

Web-Pull the doors open when you're done. In this room, a woman will trap
herself in a room. The zombies will try to break in. From the start, a small
group will attack you. The real danger is at the door though. Ignore these
guys and go right to the ones at the door. Use Ultimate Symbiote Spin or just
go right into Rage Mode if you prefer. Take them all out and you'll get a

In the next room, a slayer will expose Carnage's weakness: fire. It's also
your weakness though, so watch out. The slayer identifies Spider-Man as an
enemy and attacks. Like other large-type enemies, these guys have a lot of
health and they will frequently try to hit you while you're hitting them. Use
the Charge Attack and abbreviated heavy combos. Throw objects at it, whatever
you have to do. Just avoid the flamethrower attack, it will just evaporate your
health in no time. Proceed through the open door when it's over.

Upgrades time!


Of course I started with the Ultimate Quick Charge (cost: 16,000) and the
Ultimate Charge Lv2 (cost: 17,000). The last Combat Upgrade I got was the
Knockback Counter (cost: 20,000). From Character Upgrades, I got the Rage Meter
Regen +1 (cost: 25,000). I saved the rest for later.


A large number of the "zombies" will attack another slayer in this room. Try to
let them do most of the work, then finish it off yourself. Take them out with
Symbiote Spin attacks and so on, and disarm or melee the gunners too. 


Jump out into the large open area below. All hell has broken loose as you can
see. Like before, you should let these two sides duke it out for a bit, then
finish off the slayers yourself since that counts toward a challenge. 

There is also a rather tough challenge to get here, "Splash Damage" for hitting
five enemies with one explosive red barrel. You'll see a lot of them out here
and throughout the level. It's tough to do though. Wait this fight out a bit
until you defeat some of the enemies. Preferably once both slayers are gone. A
large amount of zombies attack and they should hopefully cluster together. Try
throwing a red barrel at them now. It might take several tries though. 

Fight your way forward. More zombies, another slayer. Use Rage Mode to quicken
things up if you need to. Follow this bend and you'll see more chaos up ahead.

o--------------HIDDEN SPIDER ALERT!---------------o
|This is near the second cluster of enemies out   |
|here. Look on your left for a jet. It should be  |
|across from a large hangar door that has the     |
|number "29" on it. Well near the jet are some big|
|containers, and on one of the containers is this |
|little guy.                                      |

Clear out the enemies, then go toward where the helicopter is. After the scene,
zip your way across this mess and you'll come to yet another battle royale.
This place screams Rage Mode. You can give the "Maximum Carnage" challenge a
try. You need to keep Rage Mode active for 30 seconds by chaining constant
attacks against enemies. Obviously, the more enemies you have, the easier this
is. It might be tough here since some groups are more distant and not as packed
together. Don't worry if you don't get it here; there is a great spot later in
the level. 

o--------------HIDDEN SPIDER ALERT!---------------o
|This is in the second part of the "outdoor" area |
|you just came to, after zipping across that      |
|debris. To find this spider, look for the two    |
|doors on the left wall. The leftmost door has the|
|spider inside. Web-Pull it open and search the   |
|way back, but watch out for an ambush.           |

There are more red barrels to throw too for "Splash Damage". Use them anyway
though, it will make the fight easier. Rage Mode and Symbiote Spin your way
to victory, clearing out all the enemies. Next, make your way up the large
collapsed cylinder-shaped object into the next hangar.

More of the same, so I don't really need to get heavy with the strategy. Just
focus on the slayer of course since he's the most dangerous. Let the zombies
help you out with that a bit though. Leave through the only open door here.

The next room, yet again, more mayhem going on. Rage Mode will work fine, but
there are lots of explosive barrels to play with too. 

Clear out all the enemies, and a few more zombies drop in on you, literally.
Just use Symbiote Spin or Ultimate's Charge Attack to take care of them. Crawl
up the wall where they came in and you'll find your exit. In the next room,
defeat a few more zombies, pull open the doors and you'll come to a large
prison-like room. 

---Prison Area---

The spawns of Carnage attack here. The creepy symbiote creatures attack in
large groups. That makes this room great for three challenges. First is the
"Smells Like Bacon" challenge. You notice the small pieces of burning debris
in this room. Try to target them and throw them at the creatures. On the one
hand, it's easy because they cluster together. On the other hand, it's tough
because they attack so quickly and targeting the debris can be a pain. 

Next, this is a great place to get Maximum Carnage with all the enemies. The
symbiote creatures die very fast when you use Rage Mode, but there's so many
of them, that it's definitely possible to get it here. 

And last but not least, you also can try to get the very tough "Strike!" 
challenge, by hitting 10 of the creatures at once with a Charge Attack. What
makes this hard is getting 10 together without them hitting you, interrupting
your charge. I noticed that more creatures gather together about halfway through
the fight and then diminish slightly again toward the end. 

Getting all three of these challenges here is tough on the first go. Hit pause
and select Restart to have another go or two at it so you can get all three
challenges if you need them.

o--------------HIDDEN SPIDER ALERT!---------------o
|Once you have the chance, find this spider on the|
|third floor, in one of the cells to the left of  |
|the exit. Again, that's on the third floor.      |

A door opens when the dust clears. Head on through to another, but much larger
prison area. The slayers are fighting off the symbiote creatures. Throw on
Rage Mode and have a wonderful time mopping the floor with them. Scour the
rest of the area and you'll find more of these battles. 

When you're ready, make your way up to the second floor. There are more
creatures, zombies, and slayers to defeat. I recommend saving Rage Mode for all
the slayers, since defeating them normally gets a little tedious. 

o--------------HIDDEN SPIDER ALERT!---------------o
|This spider is on the second floor of this large,|
|blazing prison room. It's in the top left corner |
|if you were facing the room from where you first |
|came in. Go up to the top floor and in that      |
|corner is a cell with this spider inside.        |

Web-Jump up to the third floor now. There shouldn't be many enemies, save a few
symbiote creatures. Use Spider Sense to locate the scientist you need to save.
He's in one of the cells. Grab him and a part of the back wall caves in,
revealing your exit. Swing over there and drop down into the following room.

Drop off the scientist and a bunch of zombies break in. This is perhaps the
best chance to get "Splash Damage" since there's so many and they will cluster

o--------------HIDDEN SPIDER ALERT!---------------o
|Be sure to grab this guy in this room. Notice the|
|two large landing pads for the giant vehicles in |
|here. Notice also that one of them is raised up. |
|If you drop down underneath it, you can find yet |
|another spider for your collection.              |

Run through the corridor when you're done. It empties out into a large hangar
that is filled with the Carnage "webbing". Many zombies and symbiote creatures
populate this area. They are spread out well across the room, but Rage Mode is
still effective here. 

o--------------HIDDEN SPIDER ALERT!---------------o
|In this room, you obviously see the vast amount  |
|of Carnage "webbing" that is covering it. There  |
|is a jet that is partially covered by this stuff.|
|On the wing of that jet is the spider.           |

The hangar doors eventually open. Finish off any enemies that remain and then
Web-Zip out here for a showdown.

                                 MID-BOSS FIGHT

The ever malevolent Carnage. There is a challenge in this fight that becomes
apparent after you finish the first person segment that it opens with. You need
to throw Carnage into the large reactor here. I missed this my first time so
try to get it out of the way early. I'll get back to that in a moment though.

Carnage's attacks are fairly straightforward. He will lunge at you with one
standard attack, or a two-hit combo attack. He's pretty quick so be ready to
dodge. When you start to hit him, he will start to build up a counterattack
which is basically his version of the Ultimate Spider-Man's Charge Attack.
When you see him charging it, back away. 

Any normal combos work well after you have dodged his lunges. If you want the
"Carnage BBQ" challenge though, as I mentioned before, you'll have to use a
slightly different strategy for now. Throughout the fight, Carnage will
automatically zip from perch to perch on his own. When he lands on the edge of
the reactor, you want to Web-Zip at him to do a Zip Kick and knock him inside.
Simple enough.

I killed him before I could do it a fifth time though so you might want to
force him to do this, rather than wait for it to happen. To do this, simply
Web-Zip onto a perch yourself. Carnage should try to knock you off, so just zip
to another. Eventually, he should automatically start going from perch to
perch, landing on the reactor inevitably. That's your chance to knock him in.
However, please take note that the angle in which you Web-Zip at him matters.
If you do it from the side, he won't be knocked in. For best results, do the
Zip Kick straight-on. 

Anywho. Dodge Carnage's lunges and strike back with a heavy combo or a Charge
Attack even. Back away when he prepares his counter. After some damage, he will
introduce a new attack where some of his symbiote material seeps through the
ground and damages you. He will zip to a perch at this point, most likely on
one of the two reactors. Find him and kick him in. 

He also has another attack where he sends his arm through the ground to appear
underneath you and damage you. Dodge this and then you have an open window to
hit him with a combo or two.

Activate Rage Mode to get a little extra kick to your attacks. Otherwise, just
keep dodging and countering. 


Once the symbiote duel has ended, you will have to escape a crashing
helicarrier. Swing toward the camera, going as fast as you can. Just keep
swinging, just keep swinging. 

After the scene, you'll be in the tower where the final battle will take place.
Start by defeating all the zombies in this room. Take the hallway to the next
room where a huge number of enemies roam. Pull out Rage Mode and decimate them

With that done, head outside. You will need to climb the tower out here. 

o--------------HIDDEN SPIDER ALERT!---------------o
|As soon as you exit through the broken glass and |
|go outside the tower. Turn right (left when the  |
|camera perspective changes). The spider is on the|
|wall there. Just run into it.                    |

Climb the tower by hitting the Web-Zip points that you see from the indicators.
You will need to run across the narrow rails and then climb the tower itself.
It will eventually take you to another room of zombies. Just slaughter them
all, if not with Rage Mode, then with Symbiote Spin, Spider Swipe, and the
Charge Attack. 

Ok, before proceeding, the final slew of upgrades. 


I find it rather pointless, this late in the game to remind you that these are
just my personal choices. You can go with anything you want. That said, I bought
Amazing Web Hammer (cost: 25,000), Ultimate Symbiote Pound (cost: 25,000), and
also Health +1 (cost: 30,000), and Rage Mode Duration +1 (cost: 30,000). 


Find the broken window and zip onto the pipe/railing here. Run to the side and
then Web-Zip onto the wall. Climb straight up for a scene.

  / __\ __ _ _ __ _ __   __ _  __ _  ___ 
 / /   / _` | '__| '_ \ / _` |/ _` |/ _ \
/ /___| (_| | |  | | | | (_| | (_| |  __/
\____/ \__,_|_|  |_| |_|\__,_|\__, |\___|

This fight starts off with Carnage protected by what Spider-Man calls an "egg".
You need these new friendly slayers to burn him out of there. You can't just
sit back and wait though. The symbiote creatures will be attacking the slayers
and trying to disrupt that plan. I recommend just using Rage Mode since they
will attack multiple slayers at once and protecting all three gets a little

Once they're done, Carnage emerges and you get into a first person sequence.
As always, mix up your attacks, avoiding the same fist too much in continuation
and using different punches. When he strikes back, pull down on those Analog
Sticks and then continue the barrage. 

Eventually the fight continues in standard tradition. Any slayers that made it
will be automatically destroyed. If all three were alive, you'll get the 
"Feeding Frenzy" challenge. If three weren't available, Carnage will kill more
later so it's ok.

Now hand-to-hand, you'll see that Carnage fights pretty much exactly the same
as before. He will use the claw attack that he sends through the ground a little
more often. Rage Mode helps a lot here, to do extra damage to him. Of course,
you have to watch out for his counter that he always does. 

However, the nastiest attack by far is one that is tough to avoid. Carnage will
send out two of his tendrils and if you don't stay far enough of away, he'll
grab you. You're helpless as Carnage drains a small amount of health from you.
Mash on Circle to break free. 

This is basically the cycle of the fight. Doing enough damage to him will make
him go back into the egg. Slayers will appear, you must protect them. When they
bust him out, more up close and personal fist fighting, then standard combat
again. For protecting the slayers, make sure you escort them to the egg first
because the symbiote creatures will hound them right away. Rage Mode helps a
lot here. 

As for Carnage, whenever he is free, use Rage Mode to hasten the damage dealing
and put a lot of hurt on him. Goliath Strike, Spider Swipe and the Charge
Attack are all great choices. If he grabs you, break free as fast as you can,
then pay him back. It might take a few repetitions of this cycle, but he will
eventually fall. 


     _                         _             
    / \   _ __ ___   __ _ ____(_)_ __   __ _ 
   / _ \ | '_ ` _ \ / _` |_  /| | '_ \ / _` |
  / ___ \| | | | | | (_| |/ / | | | | | (_| |
 /_/   \_\_| |_| |_|\__,_/___||_|_| |_|\__, |  
                                                _   _       _      
                                               | \ | |     (_)     
                                               |  \| | ___  _ _ __ 
                                               | . ` |/ _ \| | '__|
                                               | |\  | (_) | | |   
                                               \_| \_/\___/|_|_|   
               __  __  __  __ 
                 )/  )(__)(__)
             .--'/  /   /   / 
            (__ (__/   /   /  
                                   _ _   _                 _        
                             /\ /\| | |_(_)_ __ ___   __ _| |_  ___ 
                            / / \ \ | __| | '_ ` _ \ / _` | __|/ _ \
                            \ \_/ / | |_| | | | | | | (_| | |_|  __/
                             \___/|_|\__|_|_| |_| |_|\__,_|\__|\___|

=============================================| Final Battle             [sd13] |

 __   __  __   __  _______  _______  _______  ______   ___   _______ 
|  |_|  ||  | |  ||       ||       ||       ||    _ | |   | |       |
|       ||  |_|  ||  _____||_     _||    ___||   | || |   | |   _   |
|       ||       || |_____   |   |  |   |___ |   |_|| |   | |  | |  |
|       ||_     _||_____  |  |   |  |    ___||    __ ||   | |  |_|  |
| ||_|| |  |   |   _____| |  |   |  |   |___ |   |  |||   | |       |
|_|   |_|  |___|  |_______|  |___|  |_______||___|  |||___| |_______|

And so, here we are. The final showdown with Mysterio. It will pit all four
Spider-Men against the now gigantic master of illusion in a climatic struggle
for the fate of all universes. Oooh, dramatic. 

We begin with Spider-Man Noir. Between you and Mysterio are several floating
platforms. You have to Web-Zip from one to the other to get closer to him. You
must stay in shadow though or else Mysterio will fire a very painful ball of
energy at you. 

Every few moments, Mysterio will raise his hand, casting a powerful light on
the area. The only places you can hide are behind large objects, walls, and
other structures. Keep this in mind. The area will light up briefly right
before he raises his hand so use that to time it correctly. In between each
hand raising, you'll have time to zip to about one or two new platforms. 

Make your way across, getting to a destroyed building wall. Crawl up this and
then up the big column. At the top, you can perform a Web-Pull to damage

That does it for Noir. 

This will start off with combat of course. Mysterio conjures up a horde of
purple monsters for you to play with. Rage Mode is of course an option. Use
Rage Mode enhanced versions of Symbiote Spin, Spider Swipe, and if you got it,
the Ultimate Symbiote Pound that works wonders. 

Mysterio may throw a purple energy blast at you, so dodge that. He should
eventually send a purple sphere hovering over the platform. This sphere will
summon up copies of previous bosses, from other universes even. Focus on the
sphere though. When it is slightly red, it cannot be attacked. When it turns
totally purple though, jump up and attack it.

After the first one, Mysterio sends three more out. The boss copies themselves
are little more than a nuisance. Doc Ock's is probably the hardest to dodge,
since it's so fast. If you continue moving though, the rest are easy to avoid.

Destroy the next three and a whole bunch of platforms are created. Wait for
them to form, then zip your way across. The fight will continue here. Mysterio
calls on another horde of minions while he casts three more spheres out. Deal
with the minions, but wait for the spheres to turn purple and destroy them.

The fight changes location once more. On this final platform, there are four
final spheres to destroy. The minions will harass you if you ignore them
though, and they'll provide you with much needed health so activate Rage Mode
against them. Also, Rage Mode is useful against the spheres as it only takes one
hit to destroy them. When you destroy all four, Mysterio collapses. Run up to
him and do another Web-Pull.

2099 PHASE
A freefalling sequence, what else? This is actually kinda tough. Hold X to stay
in dash mode, but like with Doc Ock's stage, you will need to slow down so you
can maneuver every so often. 

Mysterio will throw energy blasts at you. They are fairly easy to dodge for
the most part, until you get really close. Then it becomes slightly more about
luck. The more devious attacks are the round energy rings he sends out. The
rings will be partially covered. If you dash through the covered spots, you are
not only slowed down, but you take damage. You need to slow down when these
appear, letting go of Dash so you can navigate through the open spots. When
it's clear, dash again to pull closer. 

Grab Mysterio once you're in range and punch him continuously. He'll back away
eventually and the process repeats. I find it best to maneuver in a somewhat
circular motion. Of course, you need to move in whatever direction is best to
avoid the energy blasts and the rings, but as long as you aren't just moving
completely straight, you will be better off. 

You do have one trump card though: Accelerated Vision. This will help a lot for
the rings. Activate it when he sends them out and you can get through them a
lot easier when things are slowed down. Keep dashing and close in, grab him
again and attack. Repeat this one last time to move onto the final phase. 

This is it. First, Web-Swing over to the distant platform in front of you. Here,
you'll have to first cut your way through Mysterio's endless army of creatures.
Without Rage Mode, you'll have to rely on Amazing's more wide-ranged attacks.
Web-Cyclone is great of course, so use that. If you got the Web Hammer, that
works well on a large cluster too. Spider Fang and Spider Swipe though, they
still get the job done as well. 

You'll be fighting these things for a while so get used to it. Watch for the
energy blasts coming from Mysterio as well. It will eventually end though,
and the camera will focus on a large chunk of debris near the edge of the
platform. Approach this when all enemies are slain and Web-Pull it to send it
careening toward Mysterio. Now we just need to find another chunk of debris.

Web-Swing around this area clockwise. Past the two large arches, you will find
another such platform. Again, hordes of creatures is the name of the game for
now. Use Web Cyclone, Web Hammer and Spider Fang and Swipe to mash your way
through them. The energy blasts from Mysterio are really the most annoying
part about it. Eventually, you can toss this next piece of debris at him. Move
on to the next platform, swinging clockwise to find it.

What else to say? Just let loose on these guys. Use your best moves and watch
your health. Watch Mysterio in the background so you can avoid his energy
blasts. Web Hammer is a great move since it does great damage and it sends all
enemies it hits airborne. Use this and other combat moves to clear the way.
Eventually, you'll be able to cast the third chunk of debris at Mysterio.

He collapses. Swing quickly to the platforms in front of him. Web-Zip when you
are in range. This starts up a Web-Pull automatically. Mash Circle to deliver
the final blow. Take that!

Watch the scene that unfolds. There you have it. Congratulations! You've beaten
Spider-Man: Shattered Dimensions!

        /   EXTRAS                                                     [exra]  |

For all the additional stuff. This section has stuff that players might want to
jump right to, such as collectibles, Trophy/Achievement tips, and more. You can
find the Hidden Spider locations, and some quick tips on the Challenges. Most
of this info is in the guide itself, but it is isolated here for quick and
easy access and less reading. 

| Combat and Character Upgrades     [ex01] |====================================

There are two types of upgrades: Combat and Character. Combat Upgrades are
specifically for giving your Spider-Men new moves and combos. The Character
Upgrades vary from enhancements to Health, Ultimate's Rage Mode or 2099's 
Accelerated Vision, to even new costumes.

Reading below, you can see all the available upgrades and their cost in
Spider Essence, as well as how many challenges are required to unlock them for


|STARTING COMBAT MOVES                   |
|UPGRADE                    |COST        |
|Spider Attack              |Default     |
|Spider Strike              |Default     |
|Air Launcher               |Default     |
|Aerial Rush                |Default     |
|Grab                       |Default     |
|Web Strike                 |Default     |
|Web Strike Evade           |Default     |
|Eagle Kick                 |Default     |
|Grab Attack                |Default     |
|              3 CHALLENGES              |
|Web Shots                  |1000        |
|Grab Uppercut              |1100        |
|Air Recovery               |1200        |
|              7 CHALLENGES              |
|Bird Eater                 |6000        |
|Web Strike Punch           |6000        |
|Web Strike Bounce          |6000        |
|              10 CHALLENGES             |
|Spider Rush                |15,000      |
|Disarm                     |10,000      |
|Aerial Grab                |7000        |
|              20 CHALLENGES             |
|Amazing Charge Attack      |7000        |
|Ultimate Charge Attack     |7000        |
|Noir Charge Attack         |7000        |
|2099 Charge Attack         |7000        |
|              30 CHALLENGES             |
|Spider Swipe               |15,000      |
|Counter                    |5000        |
|Spider Stomp               |10,000      |
|Amazing Web Cyclone        |20,000      |
|              40 CHALLENGES             |
|Goliath Strike             |20,000      |
|Spider Fang                |12,000      |
|Ground Recovery            |8000        |
|              50 CHALLENGES             |
|Spider Assault             |20,000      |
|Grab Swirl                 |10,000      |
|Web Slam                   |10,000      |
|              55 CHALLENGES             |
|Ultimate Symbiote Spin     |15,000      |
|2099 Helikick              |15,000      |
|Noir Whirlwind Punch       |15,000      |
|              60 CHALLENGES             |
|Amazing Quick Charge       |16,000      |
|2099 Quick Charge          |16,000      |
|Ultimate Quick Charge      |16,000      |
|Noir Quick Charge          |16,000      |
|              70 CHALLENGES             |
|Ultimate Charge Lv2        |17,000      |
|Amazing Charge Lv2         |17,000      |
|Noir Charge Lv2            |17,000      |
|2099 Charge Lv2            |17,000      |
|              85 CHALLENGES             |
|Knockback Counter          |20,000      |
|Arachnophobia              |10,000      |
|Web Strike Slam            |10,000      |
|             100 CHALLENGES             |
|Spider Smash               |20,000      |
|Justice Strike             |20,000      |
|Eight-Legged Fury          |25,000      |
|             140 CHALLENGES             |
|Amazing Web Hammer         |25,000      |
|Ultimate Symbiote Pound    |25,000      |
|2099 Astral Jump           |25,000      |
|Noir Black Gust            |25,000      |
|             160 CHALLENGES             |
|Ultimate Charge Lv3        |30,000      |
|Amazing Charge Lv3         |30,000      |
|Noir Charge Lv3            |30,000      |
|2099 Charge Lv3            |30,000      |


|              5 CHALLENGES              |
|UPGRADE                    |COST        |
|Health +1                  |2000        |
|Rage Mode Duration +1      |2100        |
|Accel. Vision Regen +1     |2200        |
|              15 CHALLENGES             |
|Health +1                  |7500        |
|Rage Meter Regen +1        |7500        |
|Essence Absorption +1      |7500        |
|              25 CHALLENGES             |
|Ultimate Bonus Suit 1      |8000        |
|Amazing Bonus Suit 1       |8000        |
|Noir Bonus Suit 1          |8000        |
|2099 Bonus Suit 1          |8000        |
|              35 CHALLENGES             |
|Health +1                  |10,000      |
|Health Regen +1            |8000        |
|Accel. Vision Duration +1  |10,000      |
|              45 CHALLENGES             |
|Rage Meter Regen +1        |12,500      |
|Accel. Vision Regen +1     |12,500      |
|              65 CHALLENGES             |
|Health +1                  |15,000      |
|Rage Mode Duration +1      |15,000      |
|Essence Absorption +1      |15,000      |
|              80 CHALLENGES             |
|Ultimate Bonus Suit 2      |20,000      |
|Amazing Bonus Suit 2       |20,000      |
|Noir Bonus Suit 2          |20,000      |
|2099 Bonus Suit 2          |20,000      |
|              90 CHALLENGES             |
|Health +1                  |20,000      |
|Health Regen +1            |12,000      |
|Accel. Vision Duration +1  |20,000      |
|             110 CHALLENGES             |
|Health +1                  |25,000      |
|Rage Meter Regen +1        |25,000      |
|Accel. Vision Regen +1     |25,000      |
|             120 CHALLENGES             |
|Health +1                  |30,000      |
|Rage Mode Duration +1      |30,000      |
|Essence Absorption +1      |25,000      |
|             130 CHALLENGES             |
|Health +1                  |35,000      |
|Health Regen +1            |25,000      |
|Accel Vision Duration +1   |35,000      |
|             180 CHALLENGES             |
|Ultimate Bonus Suit 3      |40,000      |
|Amazing Bonus Suit 3       |40,000      |
|Noir Bonus Suit 3          |40,000      |
|2099 Bonus Suit 3          |40,000      |

Now, after careful consideration, I've decided not to list every single move
with the buttons you need to hit, and describe the moves, etc, etc. You can
learn this by checking the Combat Upgrades screen. It even shows you examples
of what the moves look like. 

Instead, I'm going to highlight my favorite and preferred combos. I'm also
going to list some of the best combo chains that I know of for dealing great
damage to your foes!

Preferred Combos

- Spider Assault - [Square x5]

The standard melee combo. You'll be using this one a lot. It starts of as
Spider Attack, a three-hit combo, then can be upgraded to Spider Rush, a
four-hit combo. It is your main melee combo, though it is not incredibly

- Air Launcher --> Aerial Rush [Hold triangle, Square x3]

This is your starting air combo, and it is a really useful move. It will 
eventually become outclassed by some of the better air attacks, but it is still
a good move to use even later in the game. It's good for isolating one enemy
instead of staying on the ground where a whole bunch can disrupt your attacks.
Not to mention it is just the foundation of a large possibility of combo chains
you can perform.

- Spider Assault --> Quick Charge [Square x4, Square (HOLD)]

When you buy the Quick Charge combo, you acquire the ability to perform a
charge attack during any ground combo attack. This becomes an extremely useful
tool in fighting. Spider Assault is a five-hit combo, and during any time you
can hold Square during the combo to unleash the Charge Attack for your unique

- Spider Swipe - [Triangle, Triangle, Square, Square]

This is one of the better combos you get early in the game. It does very nice
damage, and it has a decent radius for hitting more enemies. This is true
especially for Amazing Spider-Man, but is less so the case for Noir and 2099.

- Spider Fang - [Triangle, Triangle, Square, Triangle]

Like Spider Swipe, this is a fairly heavy-hitting combo attack that is
effective on the ground. Be sure when performing it, you don't mash the buttons
since you have to hit Square and then Triangle again for the last two hits.

- Goliath Strike - [Triangle, Triangle, Triangle]

Worship this move. Worship it! With the exception of Eight-Legged Fury and
maybe even Justice Strike, this is perhaps the best damage dealing move in the
game. It's hard to tell because you can't use Eight-Legged Fury or Justice
Strike on bosses. 

In any case, this is just a pure heavy attack combo and the final hit launches
enemies into the air, giving Goliath Strike great chain possibilities. This
move is very useful against bosses.

- Web Cyclone/Whirlwind Punch/Helikick/Symbiote Spin - [Triangle + Circle]

You hit Triangle and Circle simultaneously to unleash the appropriate move for
each Spider-Man. Each one has their own unique attack but the idea is generally
the same behind each of them. The moves are meant to be good at hitting
enemies which makes them great for larger crowds. Of course, not all of them
are equal. By far, Amazing's Web Cyclone and Ultimate's Symbiote Spin are the
best because the area of effect is much larger. Noir's Whirlwind Punch and
2099's Helikick are still good though. 

- Arachnophobia - [Circle in air with a far airborne target]

This is... an interesting move. It's one of my favorites but it's not easy
to pull off. You rarely get many chances because the set up has to be perfect
and it's difficult to get it right in the middle of a heated battle. Basically,
Spider-Man will jump in the air with an airborne enemy, but the enemy must be
far away. While in the air, spider-Man grabs him with a web and usually kicks
him. The exact move varies slightly between each of them.

I'll give some suggestions for how to do this move in the Chain section coming

- Spider Smash - [Triangle while jumping toward an airborne enemy]

This is another fun move that I like to mix in every once in a while. It's also
not the most accessible, or at least, not one that you'll likely remember to do
a lot as opposed to other staple attacks. Spider-Man jumps in the air after an
airborne enemy and slams them down to the ground.

- Justice Strike - [Square, Square, Triangle, Triangle on airborne target]

This is where we get into the stronger and better aerial moves. After knocking
an enemy into the air, you can use this air-to-ground combo that deals great
damage. It's a move you'll definitely want to get and start incorporating into
your attack patterns.

- Eight-Legged Fury - [Square, Square, Triangle, Square on airborne target]

Here it is. Quite possibly the best move in the game. An air-to-ground combo
that unleashes a flury of punches and kicks. This attack deals really great
damage and you should definitely learn how to perform it. The key is not going
through the sequence of buttons too fast. Time the last two button presses
with Spider-Man's movements to pull it off. 



Here are some of the many possible combos you can chain together for large and
excessive damage-dealing attacks. These are just some of the ones I know of,
some that are easy to figure out and some that are really good to use and try

Air Launcher -->  Aerial Rush (abbreviated) --> Aerial Grab --> Spider Stomp

-- [Sequence: Triangle (HOLD), Square x2, Circle, Triangle]

This is a really nice chain of combos. You'll start by launching an enemy into
the air, then doing Aerial Rush followed by Aerial Grab. What you want to do
though is cut the Aerial Rush short and only do TWO hits, not the full three.
Do two and then start Aerial Grab. When you've thrown the enemy down to the
ground, use Spider Stomp. This will do very small damage to any surrounding
enemies below. 

Air Launcher --> Justice Strike/Eight-Legged Fury

-- [Sequence: Triangle (HOLD), Triangle, Triangle, Square, Square/Triangle

This one is pretty much obligatory since to do Justice Strike or Eight-Legged
Fury, you need to knock your enemy into the air. These are some of the best
combo chains in the game though, as far as damage goes. 

Goliath Strike --> (jump into the air) Justice Strike/Eight-Legged Fury

-- [Sequence: Triangle x3, X, Triangle, Triangle, Square, Square/Triangle]

I don't think a single standard enemy in the game can survive this. It can
be tough to pull off though, but if you get the enemy in the air with Goliath
Strike, it's smooth sailing. You just need to jump up into the air after your
enemy to continue.

Goliath Strike --> (jump into the air) Spider Smash

-- [Sequence: Triangle x3, X, Left Analog Stick toward enemy, Triangle]

This is one way to pull off Spider Smash and with Goliath Strike chaining into
it, it's a good combo. 

Goliath Strike --> (jump into the air) Arachnophobia

-- [Sequence: Triangle x3, X, Circle]

Here's one way to do the ever difficult Arachnophobia. The key to actually
pulling this off instead of an aerial Web Strike is distance. The distance
at which you start Goliath Strike can determine whether or not your enemy will
be close or far apart from you in the air. If you start Goliath Strike at a
good enough distance, you can maintain this in the air. Jump into the air after
Goliath Strike and hit Circle. It might take several tries, but you can pull
it off this way.

Grab Uppercut --> Web Slam

-- [Sequence: Circle, Triangle, Circle]

This is one way to do Web Slam, perhaps the only way. The down part is that
Grab Uppercut... actually does decent damage, so lower enemies can be killed
before you do it. The other problem with this is the targeting. Sometimes you
won't target the enemy when they're in the air. The last problem is, other
enemies interrupting you. 

Grab Uppercut --> (jump into the air) Spider Smash

-- [Sequence: Circle, Triangle, X, Left Analog Stick toward enemy, Triangle]

This is another way to do Spider Smash. It's something I'll do just to mix up
my moves a bit during a large fight. It's pretty simple and not too hard to do.

Grab Uppercut --> (jump into the air) Arachnophobia

-- [Sequence: Circle, Triangle, X, Circle]

I've actually found this to be a good way of pulling off Arachnophobia. Just
grab the enemy, perform the uppercut, jump into the air and hit Circle. You
should be at good distance to perform it.


If I think of more, I'll add them.

==================================| Hidden Spider Locations             [ex02] |

So what is the deal with the Hidden Spiders? What do they look like? How many
of them are there? Those are good questions. 

Well first, the Hidden Spiders make up one of the challenges available in every
single level of the game with the exception of the Tutorial and the Final
Battle. There are EIGHT Hidden Spiders on each of these stages so that makes
for 96 spiders total! The spiders are golden and they're relatively small,

So what's the benefit for getting them? Well collecting each spider gives you
Spider Essence, the necessary "Experience Points" (EXP) that you need to buy
new upgrades and costumes and so on for your Spider-Men. Also, since collecting
all eight spiders in a level makes up nine of the 180 challenges in the game,
it also helps for completing those, as well as unlocking those upgrades earlier
so you can purchase them sooner.

Ok, that's all well and good, but... how do you actually collect them? Well that
is really simple actually. All you need to do is touch them or just get really
really close. Of course, they're called HIDDEN Spiders for a reason. So you will
have to search high and low, climbing walls and so on to find them. One tip that
will help is to use Spider-Sense (Down on the D-Pad). This highlights the
spiders and makes them show up through walls. This really only helps when you
are close by though. It's hard to see them in Spider Sense from a distance,
even more so if you don't own an HDTV.

  2) AMAZING SPIDER-MAN - LEVEL ONE LOCATIONS                           [am01]

Ok, this is the Jungle level. It's the first level available and the first one
for Amazing Spider-Man. Got that? Good. 

You can find this guy very early in the level. He's in the second chasm-like
area where you have to do a lot of web-swinging. In this particular one, there
is a waterfall on your left. When you see the tall vertical wall (that you need
to wall-crawl up), look toward the right wall next to it and see an open room
here. There should be some enemies inside. Kill them and then look for a torch
on the left-hand wall from where you entered. Above one of the torches is the

In another wide open chasm area, the one where Kraven has his gunners try to
snipe you from the ledges, you'll be hopping across columns and such. As you
cross, look for a stone wall in the back with a lot of moss and vegetation. The
spider is way up on top of it. To get the necessary height, I recommend using
the Web-sling jump move by holding X (PS3) or A (360) in the air. Keep doing
this to get higher until you see the hidden ledge. Watch out for the trap and
then collect the spider.

This one is in the courtyard-like area, where a small stream flows in a square
shaped path. There are some waterfalls and a few structures with roots covering
them in the area. This is the also the area you have a lot of enemies to fight,
including the bigger tribal looking guys. So hopefully you know what I'm talking
about. To find this spider, go down on the ground and look for a little alcove
with a few stairs in front of it. Enter and the spider is on the back wall.

Following the aforementioned spider, you'll enter a corridor with some trip
wires set to explosives. Enter this area until you climb a small wall and find
a fountain with a spider emblem inside. The spider is now above and behind you
so you need to turn around. You can see it on the high wall above you. To reach
it, climb the adjacent wall and get up there to grab it.

After the first fight with Kraven in the cage area, you'll cross a few platforms
and reach another temple entrance thing. Before going through the door though,
look to the left side and search the wall here. To the left of the door, on
the side wall, you'll find this guy chilling out.

IMMEDIATELY after the previous spider, enter that doorway that I said you needed
to search to the left of. Enter that door now and look to the left wall inside
this room. You'll see a bunch of giant roots. Just to the right of those roots
and on the wall is the next spider.

Alright, these last two are a little tricky to find, but the room is easy to
identify. It's the very large room where you have to raise the elevator by 
Web Pulling the various switches. This one is what would be the 2nd floor of
the room (the same level that the elevator will be on after pulling the very
first switch), look for a hidden corridor that leads to this spider. The
doorway is in a corner and you can see the spider if you are close enough. 

This final spider is on what would be the 4th floor of the room. It's on a small
platform inhabited by a lone enemy wielding dual machetes. There are also a lot
of torches and a column on the platform. The spider is on the wall here. 

  3) SPIDER-MAN NOIR - LEVEL ONE LOCATIONS                              [no01]

This is the first level available for Spider-Man Noir. Simple enough, right?

After the opening cutscene, this spider is in the first area. Turn around when
you're able and look at the end of the tunnel/gate area where the cars are
parked and the gate is in place. The spider is hiding on the underside of the

Also in the first area. This one is to the left of where the first civilian
is being held hostage. To the left are some large containers and the spider
is lurking behind one of them.

Shortly after rescuing the second civilian, you'll reach the next part of
the train yard. Look for a car with its lights on to the side of this area. The
spider is on the driver's side of the car.

After rescuing the three civilians in the first train yard, the gate to the next
area will be opened. In here you'll see a big tanker train car. On the back
side of this tanker is the spider.

In the last train yard, which is a very large and open area, you'll find the
first spider here toward the left after you enter. There will be a building
where some guards are patrolling nearby. To the right of the building there is
a small container. Above it on the wall of the building is the spider.

This one is a little difficult just going by description but should be easy
to find nonetheless. It's inside one of the train cars, you can enter them from
the side via small ramps. The one you're looking for is near the closest
civilian ON YOUR LEFT from where you enter this area. This is a civilian
trapped in a train car (you have to Web-Pull the bars). The train car with
the spider is right beside it but you can just walk inside to grab him.

The last two are both close to each other and can be found in the far back of
the train yard, near where the second "drop off" area is where you let the
civilians go after saving them. The drop off area is at the entrance to a
barred off train tunnel. Well, if you face this tunnel, the spider is located
to your right, behind some cargo containers. 

Also, right near the drop off point, to the left of it is a train car you can
enter. This train car is also right next to another train car holding a
civilian guarded by two thugs.

  4) SPIDER-MAN 2099 - LEVEL ONE LOCATIONS                           [9901]

Welcome to the future New York City. This is the first of Spider-Man 2099's

After the first fight with Hobgoblin, you'll swing across a large open area
and fight the Public Eye enemies. From this platform, you'll want to look for
a high ledge up to the right. Reach it by web-zipping to a perch just above
you and to the right. From there, swing and jump to reach the ledge and the

As you go indoors, from the aforementioned fight with the Public Eye, you'll
enter a corridor. Here there will be more fighting that you need to complete
to open a door at the end. Well, right above that door on the little blue
insignia, is the second spider.

After pursuing your villain again, you'll swing to a platform and get a short
cutscene with a Public Eye soldier that uses a homing missile launcher (you
get a tutorial about Accelerated Vision here). On the left side of this
platform, where the soldier actually appears, there is a canopy like roof above
you. Jump on top of this and find the third futuristic spider.

After climbing up the destroyed elevator shaft, you'll enter a room with some
soldiers. Beat them up, then enter the long narrow corridor. Swing across this
and the spider is on the end platform. The problem is, it's located on the
front side of it (so below where you would be standing on the platform) and
it's hard to reach it by wall-crawling. You can try grabbing it by hugging the
edge right above it and having Spider-Man fall off. 

In the room IMMEDIATELY after the previous spider. You'll fight a bunch of
Public Eye dudes (including more missile launching ones). This spider is also
crawling on one of those blue circular insignias. This one is above the doors
on your left when you enter this room. DON'T kill all the enemies first, or
else you won't be able to get it.

After the second Hobgoblin fight, starting from the platform you were fighting
on, start web-slinging. Notice the circular arches in this room. Well at the
very back of the room, up high, the next spider is resting on one of those
arches. Swing and web-zip up there to get it.

This one is immediately after #6. In the following corridor (where an alarm
goes off), this spider is on the ceiling. Either try to jump up to it or just

This one is occasionally difficult. This one is in the long hallway after the
previous one. Here, you find Hobgoblin and he runs away again. What you're
looking for here are the structures up top that form a triangle shape. Pretty
easy to spot. They're outlined in neon blue. Anyway, it's inside the triangle
of one of these. The easiest way is to do the Web Jump. If you have to, you
can crawl onto the wall and drop down on this structure, then carefully try
to drop onto the spider. 

  5) ULTIMATE SPIDER-MAN - LEVEL ONE LOCATIONS                          [ul01]

This is the first of the symbiote-packed Ultimate Spider-Man stages. 

This one was surprisingly one I couldn't find without help. Credit to my friend
Brian for pointing this one out. It's right after your first fight with the
electric creatures in the first area. Enter the tunnel but immediately turn
right and enter the side room. Inside, turn around and climb the brick wall.
He's way up near the top.

In the room where you save the civilians from the electrified water. You'll be
looking for a doorway way up near the top at the far end of the room where you
will ultimately set the civilians down safely. Web Jump up to the top or wall
crawl instead. Look for the ledge and the doorway. Inside, just like the first
spider, you need to climb the brick wall. Gotcha!

Shortly after the first fight with Electro, you'll eventually get outside.
This is at the end of the dam area where you'll fight more electric creatures.
When you get to the end of the dam, avoid going into the tunnel or you will
miss this spider. Instead, go over to the right where you'll see a spider
emblem behind some boxes. Furthermore, on the side of a truck, you'll find our

Right after you walk over the power lines (which is pretty cool by the way...),
you'll reach a platform below. To the left is another truck, where apparently
spiders in the Ultimate universe like to hang out by. Find this loitering
spider right behind the truck.

After the second fight with Electro, he slips into a tunnel. Follow him in
and look for the section where the floor is destroyed and caved in. Drop down
into this section and the spider is right there.

This one is in a very large area just after the tunnel where you find #5. This
is also the place where you have four minutes to defeat all the enemies for a
challenge. First, swing across to the far area. You should be on a large
platform with a big ramp leading up. Well run down this platform going alongside
the ramp but not up it. On the back wall around the corner here is your spider.

This is in the same area as the last but a little further ahead, at the end.
It's near the building you ultimately have to enter to proceed. To the right
of the very large entrance, there are some generators and other devices. Behind
them is the brick wall of the building and the spider is lurking back there.

The final spider of the first Ultimate stage is located inside that building.
It's where you must rescue a lot of civilians and electricity is everywhere.
Well when you rescue the first civilian, you have to protect him from an
onslaught of electric creatures. After that, if you look to the top-right
corner of this area, there is a big number "2" on the wall. The final spider is
right near it on the wall.

  6) AMAZING SPIDER-MAN - LEVEL TWO LOCATIONS                           [am02]

The second level for Amazing Spider-Man. This one takes place at a quarry/mining

The first one is in the first big sandstorm/cyclone area at the start of the
game. Zip across some debris but look for the a wall below a building that has
this spider on it. It'll be on your left.

After the first boss fight and dealing with a few minions, you get to another
open area. You have to cross debris to get from platform to platform. Well,
after the second time you zip across debris, you'll land on the SECOND platform
where minions attack you. The spider is on a high wall to your left from here.
Try to get as high up as you can and you can actually Web-Zip onto the wall
to cling to it. 

In the same area, with the second sandstorm. This is just before you reach the
very first water tower. There is a platform near the tower that has a windmill
and a large tank of water or fuel or something near another platform. The tank
has the number "36" on it. The platform near this tank has the spider on it. 
Again it's right near the first water tower, just before you get to it. 

When you enter the mine, immediately look below you. There should be a metal
girder somewhere below you. Spider-Man can drop onto this easily and the spider
will be waiting.

This one can be found during or after the second boss fight with Sandman. It's
on the far right side of the platform Spider-Man inhabits during this fight.

When you get outside again, find the next water tower. This spider is on the
back wooden wall opposite of where the water tower is. Basically, face the
tower and turn around, it will be on the far back wall and a bit to the left.

This one is near the third and final water tower. Again, face the tower, then
turn around. The spider will be along the back wall and to your right when you
have your back to the tower. A lone section of wall is where you'll find it.

In the mine area where you have to save the civilian and have him power the
drill, this one is cleverly hidden. Once again, props to Brian for finding
this. Go to the back of the cave where the civilian is. He's standing on a big
wooden platform held up by scaffolding. The spider is actually underneath the
platform on the scaffolding

  7) SPIDER-MAN NOIR - LEVEL TWO LOCATIONS                              [no02]

The second of Spider-Man Noir's levels. Umm that's it. How's the weather?

Your first in the second set of Noir spiders is found right near the beginning.
You'll want to follow the alley forward, taking out the guards as you go. Turn
the corner right, then turn left after that. The spider is right at the end
here on the left, resting on a walkway high up. Wall crawl over there and you
can get it.

Right near the first one. At the end of that same alley where you found #1,
drop down to the ground when it's safe. Enter the opening and you'll come to
another alley. But instead of turning left to go down this path, turn to the
right after you walk through and the spider is on the wall there.

This one also eluded me. Thanks to Brian C. again for this one. At the end of
the second alley, you'll enter a building called the Creole Club. After a short
scene, you'll fight some thugs, including a big hammer-wielding guy. This spider
is very well hidden. Start by ignoring the guys and find the bar in the back.
That's bar as in "let's go to the bar and get drunk" bar. Right, so go behind
it and destroy the wall right behind it. This reveals a secret passage. Inside
are some emblems and the spider. 

After you run away from the train, flee to the buildings. Look for the hotel
building. The spider is in a large alley-like area to the right of the hotel's
billboard. Get up there and check it out. 

After the next cutscene (in the area where you must rescue all the civilians),
turn around. Climb the smokestack which will now be on your right. The spider
is crawling on it near the top.

This is near a platform on the right from where you begin. Enter the area and
look for the platform toward the right where a civilian must be saved. It's on
the side of a building, high up.

A little while after you get out of the blazing tower section, you'll enter a
corridor with more thugs. This eventually leads to a bigger room with lots of
pipes and such. As soon as you enter this bigger room, turn around and look at
the wall above where you entered. There's the spider.

The same room as the previous one, but near the back where the guards are
patrolling. In the very back on the ground level, there is a small room to
enter where you'll find this guy.

  8) SPIDER-MAN 2099 - LEVEL TWO LOCATIONS                          [9902]

Here are the locations for the second level of futuristic Spider-Man 2099.

Right from the get go, you can find the first Hidden Spider. It's on your left
sitting atop a floating police car. Web-Zip onto it to nab it.

Right where you first encounter the Acid Eggs, notice the very large opening
on the left wall (I missed it the first time, incredibly). Jump inside here
and go to the wall. Climb up and find your spider.

This one is in the large area where you have to go around the various rooms,
saving the scientists. The spider is hidden in a large vent, behind a fan. It's
on the lower part of this room near the lowest Public Eye ship. Under that
platform next to where the ship is, you'll find the spinning fan on the wall.
Throw an egg down at it, then Web-Zip inside.

On the bottom floor, in a little bit of a nook on the wall is where you will
find this spider. It's like almost directly beneath where you enter this area,
just on the bottom floor, in the corner.

In the hallway following the previous room, you will find a lot of acid on the
floor and eggs around. Look for another vent, the first one you'll find on the
left side of the hallway. Use an egg to melt the fan and enter.

Also in a vent. This will be the area where you have a limited time to save
a bunch of civilians from Scorpion's minions. After you've done that, get on
the top center platform and look to the wall directly above where you first

This one is the same area, also in a vent. It's above the platform you drop
off all the civilians at. Face this area and go to the left and find this
fan. Melt it with an egg and enter for the spider.

Same room as the last two, but it's at the opposite end of where you rescue
the civilians. Web swing your way across and keep an eye out for the large blue
globe. This spider feels like he's on top of the world because that's where he
is, on the top of the globe.

  9) ULTIMATE SPIDER-MAN - LEVEL TWO LOCATIONS                          [ul02]

The second batch of spiders to be found in the Ultimate universe. The setting is
an oil rig out at sea. It's by far the most wide open area in the game and it
is therefore very difficult to pinpoint the locations just by describing them
but I'll try my best.

From where you start, look for an area below and aside the rig where there are
some pipes blowing air out (there's a helipad nearby). Zip your way across and
spot the mesh wall that is torn off and revealing an opening. Climb the wall
inside and the spider is above you.

This is on what I believe is the tallest tower of the first main area. It's got
a huge firestack and the spider is on the wall just above the platform on this
tower. Web Jump your way up here and onto the platform, then run around to find
the wall where he is hiding.

Look for the helipad with the cameras that you have to destroy and all the
flames shooting out. This spider is on the wall just below the helipad. 

Thanks to my good friend, Brian again for this one. This spider is located also
near that large tower. Look for a structure of yellow metal that surrounds a
red pipe that stretches out from the rig. If you go toward where this is
sticking out from the rig, you should see one of Deadpool's TV screens. The
spider is on the TV, difficult to see.

This is in the big smokestack that you have to climb through in order to reach
the second rig platform. There are steam vents that go off every few seconds.
When you reach the first red pipe, climb around it to get above it. From here,
just keep climbing to the left, past the vents. You should see it.

This is on the tower exactly above where you exit the smokestack where the
previous spider was found. Web Jump up continuously, then Web-Zip to the
platform at the top. It's on one side of this tower once you get onto the

This one is hard to describe. But there is an area where you get ambushed by
some of the cameras. It's on the outer perimeter of the second oil rig. Look 
for a big platform where the walls are blue and orange. The spider is hanging
out on the wall. 

Return to where you first entered the second oil rig. Look to your right and
there should be a bunch of red pipes in front of a rectangular red caged area.
Drop down the side of this cage and look for the opening. Climb the wall inside
here to a hidden doorway. Inside, you'll find this spider, ready for his

  10) AMAZING SPIDER-MAN - LEVEL THREE LOCATIONS                        [am03]

This is--what else?--the third and final level in the Amazing universe. This one
is set in a construction site.

After your first run in with the mercenaries, you'll go outside this first
building and get a scene. Following that, you get a group of shielded 
mercenaries and a red captain. While fighting them, look for the destructible
wall to your left in this area. On the other side is the first spider.

After beating those enemies in the previous spider's location, you get another
scene. In this next section, you're faced with a long corridor where Juggernaut
throws objects at you from afar. This spider is well hidden. Instead of just
zipping straight to Juggernaut, get down in where the mercenaries are and start
beating the tar out of them. When you are able to, go to the back wall of this
lowest area. What I mean is, stay in the lowest level and don't climb up the
ledge. The back wall here is destructible. Inside is a pipe with the spider.
Often times this wall will be destroyed while you're fighting.

Next time you go indoors after the last part, you'll have to fight more 
mercs. After that you'll see a grate on the second floor you have to pull off.
Instead of doing that, go to the left and find a door up here. The spider is
just hanging out in here.

In the area where you have to save the civilians. This is on the wall behind
one of the red pipe/smokestacks, the one on the lowest platform I believe. The
spider is crawling on the wall just behind it. 

After the civilians shut off the fire and let you pass, go forward a bit. You
will see Juggernaut ahead of you. Before or after the scene with him, you will
need to Web Jump up above the metal girders that are hanging overhead. Make
your way above them and look for a platform to the left up here. Get on and
run to the wall where there are some pipes. Climb up this wall and claim your

At the Oscorp building. Juggernaut will be throwing tons of objects down at
you. Instead of making your way up, run forward, toward the building. You will
see a downward ramp leading to a garage or something. The spider is right down
here in front of the doors.

These last two are on the Oscorp building so pay attention to the directions
here. To stay oriented, keep in mind the sides of the building as if you were
facing it when you entered. That said, you want to climb up and find the white
scaffolding on the RIGHT side of the building (again, as if you were facing it
from the entrance). At the end of the scaffolding is the spider. Remember to
use Spider Sense to help you.

Again, as if you were facing the building, this spider is also near some
scaffolding. This one is at the closest left corner, also near a yellow crane
platform. Get on the scaffolding and locate this last spider.

  11) SPIDER-MAN NOIR - LEVEL THREE LOCATIONS                           [no03]

The final Spider-Man Noir level and a fun level it is, taking place at an
abandoned carnival. 

The first spider is on the left underneath a tower as you enter the park. It's
pretty easy to find (use Spider Sense). At the bottom of the tower there is a
small section you can walk into. The spider is on the wall inside here.

Go to the far right from the start as you enter the park. You'll see the tall
spinning tower ride (anyone know what that's called?). Go to the wall and now
walk forward (north) hugging the wall. When you turn the corner around the
building, the spider is right there.

To the left of where you find #1, that is, to the left of the tower, on the left
side of the map, there is a small carnival tent, with the spider on the far

In the back of this area and toward the left, there is another tower/castle
kinda deal. This is also where one of the civilians is. Once again, there is an
open section at the bottom you can walk in. And like before, you'll find the
spider on the inside of the walls here. 

In the far top-right corner of the map, there is another building here. Go
around this building to the right side and look for the spider on the right
side of the building. 

After fighting Goblin's thugs in the tent (where you can use the large circus
ball for a challenge), you will be outside again. On your IMMEDIATE right is
an animal cage. And on top...? That spider won't be caged! But he will go into
your collection.

This spider is inside the caged room where you rescue the second civilian in
the second part of the carnival. These are the civilians that turn off the
electricity on the cables for you. After this civilian does his thing, look for
this spider on the roof of his cage. At least he wasn't doing time alone...

The last spider can be found in the fun house. It's in the inverted room where
everything looks upside down and so forth. It's on the left side, near a
painting on the wall. Bet he's as confused as we are.

  12) SPIDER-MAN 2099 - LEVEL THREE LOCATIONS                           [9903]

The last taste of the future in the 2099 universe. 

You will eventually drop out of the starting room into a room with four possible
routes. These lead to labs labeled quite easily 1-4. Start by entering Lab One.
You'll find the first of four reactors you need to deactivate. Facing the
reactor, turn around and either Web Jump up or climb the sides of the big
arch you just past through to get to the top. The spider is up here.

After leaving the reactor room, you return to the main room. Drop down from the
high walkway to the floor below, but don't go toward the center area yet. Turn
around and look for this spider on the wall in a hexagonal shape on the wall.

In the room containing the reactor of Lab Two. As you enter, look down below
the walkway. Below the glass platform is a structure jutting out and the spider
is resting right there. Carefully drop down to nab him.

Back in the main room, make your way toward Lab Three. In the big corridor
leading to the reactor room, go all the way up to the walkway on the right.
Up here and again, on the right side, the spider awaits.

In the actual Lab Three room, you're tasked with saving some scientists. They
are hidden behind glass walls you have to Web Pull off. Well, as you enter this
room, look for the first glass wall along the right wall. This one doesn't have
a scientist, but there is somebody trapped. It's our fifth spider!

Inside the reactor room of Lab Three. This spider is on the floor right behind
the hologram image of Scorpion in front of the reactor.

On your way to the reactor of Lab Four, you got a long corridor with lots of big
purple power lines and such. This is difficult for me to describe, but along
the left wall there is a rounded structure. It's very big and kinda blue/green
with shimmering lights where the cables are coming out of. You can crawl on the
wall and get inside here. The spider is inside.

In the final reactor room for Lab Four, look for a balcony on the right wall
when you approach the reactor. The spider is just chillin' above this balcony.

  13) ULTIMATE SPIDER-MAN - LEVEL THREE LOCATIONS                       [ul03]

Here we go, the last eight spiders in the game. This is also the last level for
Ultimate Spider-Man. It takes place at a S.H.I.E.L.D base.

In the first room you fight the "zombies", you'll be ambushed as you try to
exit. Two groups of...... "zombies" will attack you from the left and right.
After dealing with them, jump to the ledge JUST above where you were attacked.
Enter this corridor to the right and follow it around to a bunch of crates.
On the other side--yep--there's our spider.

In the outside area where everything is just chaos, look for this guy behind
a cargo container right next to a jet. It's just across from the large hangar
bay door that says "29" on it. 

This is in the second part of the outdoor area. After you cross the fire and
the large debris field by Web-Zipping, you will reach another spot where all
the zombies and slayers are fighting each other. There are two doors on the
left side you can Web-Pull to open. The leftmost door has this spider in the
way back.

This is the prison-like area where the symbiote monsters attack you in large
numbers. The spider is in one of the cells on the third floor, toward the left

In the other prison room that's on fire and also teeming with monsters. You
have to save a scientist in this room. Find this spider on the second floor of
this room, toward the top-left side. It's inside one of the cells.

After picking up said scientist, you gotta carry him through a large hole in
the wall and drop into the following room. This is the room that has the next
spider. Notice the two landing pads with the ships. One of them is raised up
high, revealing the space below. The spider is down here.

You'll soon after come to a large room where the "zombies" and symbiotes are
partying it up. This is also the room with a ton of Carnage's "webbing" or
whatever it is. The spider is very hard to miss, sitting on the wing of a ship.

You'll eventually have to go outside of the building and walk along the pipes
and climb up. When you first exit through the broken window to outside of the
building though, go to the right and the spider is right there. The last one!

==========================================| Challenge Guide             [ex03] |

As you probably saw in the guide, I tried to cover as many of the challenges
as I went along. This section is all about the game's 180 challenges though.
No walkthrough involved, no extra fluff. Just a list of the challenges and how
best to acquire them all. 

Amazing Spider-Man: Level One - Kraven

| Earning Platinum Medals             [ex05] |==================================

By playing the game, you may have no doubt noticed that you are ranked in three
key areas for each level you complete. These are:

o Combo Rating
o Emblems Collected
o Completion Time

You are awarded medals depending on your "grade" in each of these areas. They
rank from bronze, to silver, to gold and to platinum. Platinum medals can only
be earned on Hard mode. Otherwise, the best you can get is Gold. Getting
Platinum medals in the three categories is, as you might have guessed, not
the easiest thing in the world. 

This section will explain what ratings you need in the three categores for each
stage in order to get the platinum medals. It will also offer some individual
tips for getting the Completion Time ranking. 

I feel it is imperative to mention two things. First of all, despite popular
belief, the Combo Rating is not based on how big of a combo you get, and how
many hits you string together. It is actually determined by how diverse your
combos are. If you mix up your moves sufficiently enough, and chain together
several different moves, you will earn a much better Combo Rating. So I repeat,
it is based on how well you mix up your combos and how you can chain multiple
ones together. 

Second, and perhaps, most pertinent of all, you can get the three platinum
medals for Combo, Emblems, and Time in SEPARATE runs. You do NOT have to get
them all in the same run. Every time you complete a level, your best medal for
each category is saved (you can view this at the Level Select screen). If you
get a worse medal the next time, it will not overwrite your better medal. You
can do one run for Combo and Emblems, and another run for time. 

Again, the tips below are exclusively for how to save time. Combat tips for the
Combo medals are general and can be applied to just about every level. Still,
you can find tips for that after the below lists.

Amazing Spider-Man: Kraven

o Combo: 19,000 or more
o Emblems: 35 or more
o Time: 20 minutes or less


1) Web-Swing through the first area and get through to the first chasm. Ignore
all of the enemies and Web-Swing to the platform with the scene.

2) Swing across the second part of the chasm and ignore the enemies on the
following platform. Just jump into the next room. 

3) Swing through the second chasm area just as quickly, ignoring all of the
perched gunners. 

4) In the courtyard area, focus primarily on the enemies and nothing else. Use
powerful individual combos like Eight-Legged Fury or other air moves on the
larger enemies. For crowds, use Web Cyclone, Spider Swipe, and other moves. Be
sure to attack the gunners near the waterfall.

5) Quickly jump over all the traps and then swing through the other corridors
to get to the sniper area.

6) In the sniper area, focus on enemies one at a time, using your best combos
and then get the sniper to shoot the tree down.

7) For the boss fight, Focus on Goliath Strike, Spider Fang, and Spider Swipe
primarily on the large enemy and Kraven himself. 
8) In the final room, go primarily for the elevator switches and ignore the
enemies when possible. On the third and fourth floors, you can hit the switch
before the enemies reach you. 

9) For Kraven, be aggressive and use Goliath Strike as your main damage dealer.
Dodge and counter and he will go down easily enough.

Spider-Man Noir: Hammerhead

o Combo: 19,000 or more
o Emblems: 20 or more
o Time: 25 minutes or less


1) Ignore style and focus on what are the easiest takedowns. Most of the ones
in the first area will be perch takedowns. Try to be done with the thugs by the
time that Hammerhead reaches the gate.

2) In the second yard, get the enemies on the right first, then avoid the
spotlight when you save the civilian. 

3) Wait through Hammerhead's speech, then pry open the vent to reach the next

4) In the next stealth area, pick apart the thugs one by one. Most are in easy
positions to take down. Simple ground takedowns will work for the ones on the
floor. Approach the final thug in the back from the side.

5) Hammerhead can be taken out quickly if you wait patiently for him to stop
shooting, then step out from cover into the shadows. Run around the large
spotlightgs to stay concealed and keep running around the area until you are
roughly behind him, then move in for the stealth prompt.

6) You can take out or ignore the thugs in this corridor. You must ignore the
last two since they are so close together.

7) In the final yard, use spider Sense to locate the civilians quickly, Take
out the necessary thugs (usually most of them) with the quickest, most
convenient takedowns. Drop the civilians off to get to the fight.

8) Use Goliath Strike, Spider Swipe, and Spider Fang, as well as air combos
to defeat the enemies easily. Focus on the trains and don't get hit or you'll
use up more time starting over.

9) In the final fight with Hammerhead, just be very straightforward and throw
objects at him as soon as possible to make him shoot the machine that gives off
the steam/gas. Get in position for the takedown each time, then avoid his
charge for the final one to defeat him quickly.

Spider-Man 2099: Hobgoblin

o Combo: 19,000 or more
o Emblems: 25 or more
o Time: 20 minutes or less


1) Not much to say. The level is very straightforward and it's easy to beat in
time. Knock enemies off ledges to speed up fights if you have to. Your 
advanced and stronger combos are more than enough to beat them quicker though.

2) When dealing with Hobgoblin, be sure to stay locked on him and throw his
bombs back at him quickly. During the final fight, use Goliath Strike if you
have it to speed things up. 

Ultimate Spider-Man: Electro

o Combo: 19,000 or more
o Emblems: 45 or more
o Time: 20 minutes or less


1) You may need to do this platinum ranking in separate runs as it might be
tough to get all the emblems and still finish in under 20 minutes for this

2) In the room where you have to save the workers with the electrified water,
you will now notice on Hard mode, there are blue electrical creatures in here
and they can hit the workers and force you to start over. DON'T LET THIS
HAPPEN! You will lose precious time having to redo this room over and over.
Just Web-Swing really fast and grab them one by one. If the creatures are near
the platform where you need to drop them off, Zip kick a few of them off to
make sure they don't get in the way. You don't need to kill them all, just so
that they won't bother you. 

3) In the first fight with Electro, make use of Rage Mode every time you have
it available. This will speed up the fight by dealing a lot more damage to him.
To chip away even more, you can hit him for some slight damage in between each
charge of his large electric shockwave attack that spreads out from the center
of the platform. Use Rage Mode in the second fight against him as well. 

4) In the power plant area, ignore the very first group of enemies by swinging
toward the plant. You can't really ignore all of the red creatures here, but
you can go to the back where the building is and let them come to you. Use Rage
Mode to expedite things. 

Amazing Spider-Man: Sandman

o Combo: 19,000 or more
o Emblems: 50 or more
o Time: 25 minutes or less


1) From the get go, Sandman is a tough boss on Hard difficulty. You don't want
to waste time redoing it so if you die even more than once, you should start
over. One good tip for keeping Sandman in mud form as much as possible, is to
intentionally trigger his counterattack where he pounds the ground and the
grounds splits into spike shapes. This opens a window to strike if you can
avoid it. Try to roll away and right near a barrel that you can throw at him
quickly. Use nothing but GOLIATH STRIKE against him for maximum damage but be
patient and dodge his counters. 

2) In the second sandstorm area (the first with the water towers), you can skip
most of the platforms with the sand creatures, so ignore them. 

3) In the mines, take advantage of the fact that the first door may open even
when all the enemies aren't dead. 

4) Against Sandman's second form, use nothing but Goliath Strike against him
when you get him to slam the carts with the water barrels. 

5) In the next outside area, you can skip some enemies, except for one platform
where you have to defeat them for the next large gap to be crossed because the
debris will not be thrown out here. 

6) When taking down the water towers, try to target the towers as soon as
possible and Web-Pull them and you can bypass the sand creatures. 

7) Against Sandman's final form, just keep grabbing things. You will almost
always grab a barrel. Throw them at Sandman's faces and use Goliath Strike to
do the most damage. 

Spider-Man Noir: Vulture

o Combo: 19,000 or more
o Emblems: 30 or more
o Time: 35 minutes or less


1) You can definitely get all three medals in one guy if you work fast enough.
Keep in mind you can ignore some of the thugs in the first alley. In fact, I
think you can ignore all of them and just chase Vulture right into the club.

2) In the section where you have to crawl along the wall, just go as fast as
you can, going through the light if you have to. This isn't actually necessary
because you have a pretty lenient time limit and if you're getting emblems,
there are a few in this section.

3) In the big fight following the crawling section, use Eight-Legged Fury and
other air combos and try to chain them off of Goliath Strike if possible for
lots of damage. 

4) In the area where you must save the civilians on the rooftops, again, you
have a good amount of time in this level so you can use it to gather emblems.
If you're really trying to save time here, just grab the civilians and run from
the thugs. They won't kill you if you just run in, grab them, and run. 

5) In the Blazing Tower, trust your Spider Sense to navigate better and just
keep an eye out for those Web-Zip indicator points. 

6) Not much to say for Vulture. You can use Web Shots to make him drop his
molotovs and he might take extra damage to speed things up. Goliath Strike, like
usual is an idea move to use for maximum damage. 

Spider-Man 2099: Scorpion

o Combo: 19,000 or more
o Emblems: 60 or more
o Time: 30 minutes or less


Now since this level has a very high requirement for emblems, that makes
getting this overall platinum rank a bit tougher. It really comes down to
searching every nook and cranny. It's certainly possible to get them and also
finish in under 30 minutes, but you might want to just go with two runs. I
can't list every single Emblem (do you realize how tedious that would be?),
but I can mention a few easy to miss places that have them:

1) In the large room where the Public Eye and scorpion creatures are duking it
out, where the scientists run away to the side rooms, there are a bunch of
emblems on a long Stark Industries banner up near the ceiling. Even further
up above that, there are some rafters right under the ceiling that have more

2) In the same room as above, there are some emblems on some really low 
platforms on the far side. They're very close to the bottom, where you'd have
to save yourself from falling if you went any further down. 

3) Check all the spinning fans that you see. Use Spider Sense to see the fans
easily in yellow. Throw acid eggs at them and behind lots of them are emblems.

4) Leaving the metro station where you save the civilians, check each and every
one of the tram towers on the sides of the area as you chase Scorpion. Almost
each one has an emblem on it somewhere. They can be way down below, or even at
the very top of the tower. 

Hopefully that helps. Now for time tips!

Time Tips:

1) In the room where you have to save the scientists, ignore all of the enemies
and just go grab the geeks. This will save you a lot of time. 

2) On Hard mode, protecting the scientists from the scorpion onslaught is a lot
harder. I recommend using 2099's Charge Attack a lot, as well as some aerial
combos, Helikick and the Astral Jump.

3) Same goes for the civilians. Save yourself time by just grabbing them right
away (you should anyway to a degree since they can die pretty fast). 

4) During the large fight after the metro station, just defeat enough enemies
until the door melts. Ignore the rest of the enemies and go through.

Ultimate Spider-Man: Deadpool

o Combo: 19,000 or more
o Emblems: 105 or more
o Time: 35 minutes or less


1) You'll probably end up doing separate runs for this because of how many
emblems you need. Saving time on this level is so simple though. Since it's so
open and all you need to do is bust the cameras, you can ignore all of the
enemies for the most part.

Amazing Spider-Man: Juggernaut

o Combo: 19,000 or more
o Emblems: 60 or more
o Time: 35 minutes or less


1) The time here is very lenient. I died several times and I still managed to
make it with time to spare. So getting all three medals is certainly possible
in one run. 

2) Against Juggernaut, use Goliath Strike over and over. Keep a safe but still
close distance to lure him into his lunging attacks so you can counter. 

3) Use the first area to build up your combos. Remember to vary and chain your
moves as originally as possible. 

4) In the two areas where Juggernaut throws things down the corridor at you,
just ignore the mercenaries and swing through the other side. Grab the emblems
first though. 

5) In the area where you must rescue the workers, ignore the mercenaries since
it can be a tough fight and it will of course save you a lot of time. Fight 
them only as you feel necessary to help you vary your combos. Remember that
Eight-Legged Fury helps a lot. Just grab the workers and run. Grab the emblems
before you leave. 

6) As you climb the Oscorp building, search for any last few emblems you need,
including four at the bottom of the building on the scaffolding. More can be
found on scaffolding and cranes. 

7) For the final fight against Juggernaut, Goliath Strike does more damage
than before, thankfully. When he creates the dust cloud, hit him with a quick
Goliath Strike before grabbing him. 

Spider-Man Noir: Goblin

o Combo: 19,000 or more
o Emblems: 20 or more
o Time: 35 minutes or less


1) The time limit is again pretty fair. Try to be aggressive with your stealth
takedowns, by picturing the way you'll do each one of them in order, and don't
wait around longer than you need to. Be careful of course, but speedy too. You
can ignore some thugs in the first area, including the two on your right. 

2) In the tent with your first fight, use this opportunity to get your combo
rating boosted a bit. Use Eight-Legged Fury at least once, and mix up your
other moves as well. 

3) In the Funhouse rooms, look for the clown whose eyes wiggle slightly
differently then the other, they tend to shake up and down and left and right
more rapidly than the others. 

4) Goblin is the hardest part about finishing this on time, since he is kinda
tough and if you die, you start the fight all over. Keep a safe distance and
dodge his lunges and jump over the shockwave attack. Attack with Goliath Strike
on his back, even though it doesn't do much. It really gets tough though when
he's in the final phase, with all the minions. You've got to worry about them
and Goblin. You can try to lure Goblin into killing them off, but just be very
careful. Keep a distance as much as possible, running away if you have to.
Don't let the thugs surround you.

Spider-Man 2099: Doctor Octopus

o Combo: 19,000 or more
o Emblems: 45 or more
o Time: 35 minutes or less


1) This one is sort of difficult. For starters, clear out rooms only when
necessary. Ignore most enemies when it is possible. If you want to get all
three medals in one run, you'll want to save as much time as you possibly can.

2) In Lab 2, for protecting the scientist, let the missile-launching enemies
help you out and use Accelerated Vision to redirect them. 

3) After the Lab 2 and 3 reactors, just ignore the enemies and leave promptly
to save time. 

4) For the Lab 3 and 4 reactors, save time by just going straight for the
reactors and ignoring the enemies. 

5) On the way to the Lab 3 reactor, where you have to save the female
scientists, you have to kill the enemies first. So knock them into the air
when possible and send them flying with Bird Eater or otherwise. Stay in the
air near the large enemy but not on the platform. Get him to use his missiles
then land on the platform with Accelerated Vision on to get the missiles to
hit him. 

6) Doc Octopus is very tough on Hard mode. It is really just the last part
of the fight where you have to deal with the lizards. After you throw a core
at her, and she counters with the quick laser sweeps, try to use Accelerated
Vision and get them to hit the lizards again. This reduces the enemies
attacking you and it will yield another core for you to use. Unless you see a
good opening, wait for the quick laser sweeps to end before throwing the next

Ultimate Spider-Man: Carnage

o Combo: 19,000 or more
o Emblems: 45 or more
o Time: 35 minutes or less


1) Getting all of these in one go is certainly possible. They key is picking
your fights. This is also going to save you on time. Avoid slayers when
and skip fights when you can if you just want to save as much time as possible.

2) One BIG tip I must give out to those looking for the Combo rating, avoid
using Rage Mode when possible. You can still use it when you need to, like
against Slayers and just very large groups. Don't go crazy with it though. It
will hurt your combo rating in the long run. 

3) Pick your fights to boost your combo rating. Obviously, you can't do air
moves on the standard "zombies", but the ones who use guns, as well as the
symbiote creatures can be hit with air moves. Use Eight-Legged Fury and other
moves on them. 

4) When you get outside to the large open area, right before you see Carnage
being shot at by the helicopter. Here, avoid most of the fights. Use Rage Mode
sparingly, and try to get air moves on the gunner zombies. Otherwise, just
whip through this area quickly.

5) Save time in the second prison room by just grabbing the scientist as soon
as possible. For more combo boosting, do air moves like Eight-Legged Fury on
any lone symbiote creatures you find. 

6) As for Carnage in both the first and final fight, make sure you use Rage 
Mode to speed things up and increase your damage. In the final fight in
particular, make sure you try to do your best to protect the slayers. That's
perhaps the one slightly more difficult part about this fight.

====================================| Trophies/Achievements             [ex05] |

Here is a list of all the Trophies/Achievements in the game. I will be listing
them as Trophies but they are unlocked in the same way for the 360 version.
Following the list, you can find some in-depth tips for certain Trophies to
help you out a bit perhaps. 

Please note before reading, this section has SPOILERS!!! The Trophies have
some slight spoilers (nothing big, but spoilers nonetheless) so be warned. 


Trophy: Easy as pie!	
Unlocked: Complete all levels on Easy

Trophy: Lead on, M-Dubs!	
Unlocked: Complete the Tutorial

Trophy: End of Act 1	
Unlocked: Complete Act 1 on any difficulty level

Trophy: End of Act 2	
Unlocked: Complete Act 2 on any difficulty level

Trophy: End of Act 3
Unlocked: Complete Act 3 on any difficulty level

Trophy: Survival of the fittest	
Unlocked: Defeat Kraven on any difficulty level

Trophy: Something CAN stop Juggernaut!	
Unlocked: Defeat Juggernaut on any difficulty level

Trophy: Here's mud in your eye!	
Unlocked: Defeat Sandman on any difficulty level

Trophy: Now there's a shock	
Unlocked: Defeat Electro on any difficulty level

Trophy: Canceled!	
Unlocked: Defeat Deadpool on any difficulty level

Trophy: Minimized Carnage	
Unlocked: Defeat Carnage on any difficulty level

Trophy: Clipped wings	
Unlocked: Defeat Hobgoblin on any difficulty level

Trophy: Took the sting out of him	
Unlocked: Defeat Scorpion on any difficulty level

Trophy: Lay down your arms	
Unlocked: Defeat Doc Ock on any difficulty level

Trophy: The caged bird squawks	
Unlocked: Defeat Vulture on any difficulty level

Trophy: The hammer falls	
Unlocked: Defeat Hammerhead on any difficulty level

Trophy: Freak show	
Unlocked: Defeat Goblin on any difficulty level

Trophy: Getting warmed up	
Unlocked: Defeat 100 enemies

Trophy: Bug collector	
Unlocked: Collect the Hidden Spiders

Trophy: The complete package	
Unlocked: Unlock all Character Upgrades

Trophy: Smooth moves	
Unlocked: Unlock all Combat Upgrades

Trophy: Uncle Benjamin	
Unlocked: Execute a 100-hit combo

Trophy: Two hundo	
Unlocked: Execute a 200-hit combo

Trophy: Missed me!	
Unlocked: Defeat a boss on any difficulty level without taking damage

Trophy: Close call!	
Unlocked: Recover 10 times from a Critical Fall

Trophy: Amazing!	
Unlocked: Complete 4 levels with the highest rank in Hard mode

Trophy: Hobbyist	
Unlocked: Collect 125 Spider Emblems

Trophy: The Spider's shadow	
Unlocked: Complete a Noir level without triggering an alarm

Trophy: The Spider's bite	
Unlocked: Keep Rage Mode active for one minute

Trophy: The Spider's grace	
Unlocked: Complete a 2099 freefall section without taking damage

Trophy: The Spider's web	
Unlocked: Defeat 50 enemies using the Amazing Charge Attack


Trophy: Is this normal?	
Unlocked: Complete all levels on Normal

Trophy: In the zone	
Unlocked: Defeat 500 enemies

Trophy: Ain't no stoppin'!	
Unlocked: Defeat 1000 enemies

Trophy: Sensational!! 	
Unlocked: Complete 8 levels with the highest rank in Hard Mode

Trophy: Enthusiast	
Unlocked: Collect 250 Spider Emblems

Trophy: Final curtain call	
Unlocked: Defeat Mysterio on any difficulty level

Trophy: No harm done	
Unlocked: Complete any level without dying (except the Tutorial)


Trophy: Hard Pressed	
Unlocked: Complete all levels on Hard

Trophy: Manifest Destiny	
Unlocked: Complete the Web of Destiny

Trophy: Spectacular!!!	
Unlocked: Complete 12 levels with the highest rank in Hard mode

Trophy: Fanatic	
Unlocked: Collect 500 Spider Emblems


Trophy: Does whatever a spider can!	
Unlocked: Unlock all 42 trophies to earn this.


x-Missed me!-x

This actually does not have to be earned in a final boss fight. You can do it
on the mid-boss fights in all of the stages. That said, I got this against
Hobgoblin. Not only do you fight him several times, but he is pretty easy to
predict. All you need to do is avoid his wind gust counter attack which he
always uses after he gets up from being attacked. Other than that, throw his
bombs back at him for easy damage to weaken him for further beating, but just
watch out for the double pumpkin bomb throw.

Otherwise, it may very well depend on your own skill and how comfortable you
feel against certain bosses. Hammerhead (2nd fight), Juggernaut (1st fight),
and Vulture (1st fight) are all decent choices. 

x-The Spider's shadow-x

This one can be a little frustrating but it is easy if you know a trick. I
first recommend you do this on Hammerhead's stage. My main tips are, first,
don't rush, and also, keep in mind the basics. Don't go out of the shadow and
be very, very sure that no other thugs are looking at the thug you are trying
to take out. Watch their patrols and get them when they are most isolated.

The trick to making this easier is if you mess up and get caught, quit the
game. Do not restart, just quit. Select "Continue" and your last saved
checkpoint will be loaded and the game will continue on as if you didn't get
caught. You'll have to make up whatever progress you lost before you were caught
but it's worth it and it saves you the pain of having to start all over from
the beginning. 

x-The Spider's bite-x

The Carnage level is an easy place to get this. Particularly, in the prison
room where you are attacked by the symbiote creatures. If you have Rage Meter
upgrades, it will make this easier as well. You can also get it on the Electro

x-The Spider's grace-x

Without a doubt, the easiest freefall to get this on is the one near the end
of the Scorpion stage where you are falling toward the camera and the falling
objects behind you must be dodged. Most of them are very large and easy to

        /   MISCELLANEOUS                                              [misl]  |

Frequently Asked Questions     [fak4u]
1) How do I save the game?
A) The game saves automatically. Look for the message in the bottom right corner
of the screen when you enter new areas and when you are done accessing the
Web of Destiny menu.

2) If I miss some challenges or other things, can I go back to get them?
A) Yes, you can revisit any stages you've already completed to collect things.
Be aware that if you have a level in progress though, it will be erased when
you restart an old level. 

3) I'm experiencing _______ glitch! Help me!
A) Let me just say right now, that I'm not an expert on glitches. I can't give
you any advice other than to do the obvious things like restart/reload a
checkpoint, or restart the game. Please try not to e-mail me about glitches.

4) When getting Platinum Medals for the levels, do I have to get them all in
one try?
A) No, you don't! Thankfully. You can do separate runs for each medal for
Combo, Emblem, and Time. Your best medal is saved on the Level Select screen.

5) How do I get a good Combo rating for the medal?
A) It is dependent not on how big your combos are, but by how much you mix them
up. So use a lot of various moves and try not to use the same ones too many
times in a row for a higher rating. 

Credits/Special Thanks

-My good friend Brian C. for tipping me on a few of the Hidden Spider locations

Contact Info
If you want to get in touch with me, my primary e-mail is listed below. I will
gladly answer questions and comments. I'm usually able to reply to e-mails
within one or two days but unfortunately it can sometimes take longer.


If you are going to e-mail me tips, strategies, or what have you, I have a few
rules. The first and most important one is leaving me an alias or some other
screen name you would go by. This can be any screen name. Just don't just leave
me with your real name or e-mail. I do not publish this information in my
guides unless you are a close friend of mine. Please, if you're e-mailing me
tips or strategies, PLEASE leave me a screen name. If you don't, I will try to
e-mail you back when I can to ask you for one. If you don't reply to me after
that, your tip is going in the trash. I would appreciate it a lot. 

Second, I get tons of e-mails from friends, family, college, and also my
readers. Not only that, but I've written lots of guides so please do me a favor
and make your subject headers clear and to the point.

-----------PREFERRED HEADERS FOR E-MAILS----------------------------------------

I prefer that you avoid subject headers that only say "Need Help" "About your
Guide", or "Question". I instead prefer anything that is more to the point.
Something like "Spider-Man Guide", "Shattered Dimensions FAQ", or anything that
is similar to that will do fine. You don't have to use these examples 
specifically, just make sure Spider-Man or Shattered Dimensions or Spidey, or
whatever is in there so I know what game you're asking about. Anything else
is arbitrary. 

If you send me e-mails with "HELP MEEEEEE" or whatever, I will usually ignore
them for a few days on purpose. Please, don't do that to me. 


That said, I welcome questions, comments and strategies. Please try to make
your strategies as well formatted and most of all, as detailed as possible. If
English is not your first language, I understand, and I'll try to accommodate
you as best I can. You can e-mail me about typos, but I do not give credit for

E-Mail: [email protected]

Legal Mumbo Jumbo
This guide is my own creation and may not be redistributed or republished
without my permission. Do not steal this and pass it off as your own work and
do not publish it on your website without asking me first. If you have been
pre-approved by me before, you do not need to e-mail me. I only give permission
to several sites and I have a fairly strict limit. That said, the following
sites may host this guide:

That's all. Hope you enjoyed your time here. Excelsior!